Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Jan. 31, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Annual Report | true | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38911 | ||
Entity Registrant Name | CLARIVATE PLC | ||
Entity Incorporation, State or Country Code | Y9 | ||
Entity Address, Address Line One | 70 St. Mary Axe | ||
Entity Address, City or Town | London | ||
Entity Address, Postal Zip Code | EC3A 8BE | ||
Entity Address, Country | GB | ||
Country Region | 44 | ||
City Area Code | 207 | ||
Local Phone Number | 4334000 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,600 | ||
Entity Common Stock, Shares Outstanding | 666,285,990 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement for the 2024 Annual General Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001764046 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Tax Identification Number | 00-0000000 | ||
Ordinary Shares | |||
Document Information [Line Items] | |||
Trading Symbol | CLVT | ||
Security Exchange Name | NYSE | ||
Title of 12(b) Security | Ordinary Shares, no par value | ||
Series A Preferred Stock | |||
Document Information [Line Items] | |||
Trading Symbol | CLVT PR A | ||
Security Exchange Name | NYSE | ||
Title of 12(b) Security | 5.25% Series A Mandatory Convertible Preferred Shares, no par value |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Philadelphia, Pennsylvania |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents, including restricted cash | $ 370.7 | $ 356.8 |
Accounts receivable, net | 908.3 | 872.1 |
Prepaid expenses | 88.5 | 89.4 |
Other current assets | 68 | 76.9 |
Assets held for sale | 26.7 | 0 |
Total current assets | 1,462.2 | 1,395.2 |
Property and equipment, net | 51.6 | 54.5 |
Other intangible assets, net | 9,006.6 | 9,437.7 |
Goodwill | 2,023.7 | 2,876.5 |
Other non-current assets | 60.8 | 97.9 |
Deferred income taxes | 46.7 | 24.2 |
Operating lease right-of-use assets | 55.2 | 58.9 |
Total assets | 12,706.8 | 13,944.9 |
Current liabilities: | ||
Accounts payable | 144.1 | 101.4 |
Accrued compensation | 126.5 | 132.1 |
Accrued expenses and other current liabilities | 315.2 | 353.1 |
Current portion of deferred revenues | 983.1 | 947.5 |
Current portion of operating lease liability | 24.4 | 25.7 |
Liabilities held for sale | 6.7 | 0 |
Total current liabilities | 1,600 | 1,559.8 |
Long-term debt | 4,721.1 | 5,005 |
Non-current portion of deferred revenues | 38.7 | 38.5 |
Other non-current liabilities | 41.9 | 140.1 |
Deferred income taxes | 249.6 | 316.1 |
Operating lease liabilities | 63.2 | 72.9 |
Total liabilities | 6,714.5 | 7,132.4 |
Commitments and contingencies (Note 17) | ||
Shareholders' equity: | ||
Preferred Shares, no par value; 14.4 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, 14.4 shares issued and outstanding as of both December 31, 2023 and December 31, 2022 | 1,392.6 | 1,392.6 |
Ordinary Shares, no par value; unlimited shares authorized; 666.1 and 674.4 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively | 11,740.5 | 11,744.7 |
Accumulated other comprehensive loss | (495.3) | (665.9) |
Accumulated deficit | (6,645.5) | (5,658.9) |
Total shareholders' equity | 5,992.3 | 6,812.5 |
Total liabilities and shareholders' equity | $ 12,706.8 | $ 13,944.9 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, authorized (in shares) | 14.4 | 14.4 |
Preferred stock, dividend rate (as a percent) | 5.25% | 5.25% |
Preferred stock, issued (in shares) | 14.4 | 14.4 |
Preferred stock, outstanding (in shares) | 14.4 | 14.4 |
Ordinary shares, par value (in dollars per share) | $ 0 | $ 0 |
Ordinary shares, issued (in shares) | 666.1 | 674.4 |
Ordinary shares, outstanding (in shares) | 666.1 | 674.4 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues, net | $ 2,628.8 | $ 2,659.8 | $ 1,876.9 |
Operating Expenses: | |||
Cost of revenues | 906.4 | 954 | 626.1 |
Selling, general and administrative costs | 739.7 | 729.9 | 643 |
Depreciation and amortization | 708.3 | 710.5 | 537.8 |
Goodwill and intangible asset impairments | 979.9 | 4,449.1 | 0 |
Restructuring and other impairments | 40 | 66.7 | 129.5 |
Other operating expense (income), net | (10.8) | (324.8) | 27.5 |
Total operating expenses | 3,363.5 | 6,585.4 | 1,963.9 |
Income (loss) from operations | (734.7) | (3,925.6) | (87) |
Fair value adjustment of warrants | (15.9) | (206.8) | (81.3) |
Interest expense, net | 293.7 | 270.3 | 252.5 |
Income (loss) before income tax | (1,012.5) | (3,989.1) | (258.2) |
Provision (benefit) for income taxes | (101.3) | (28.9) | 12.3 |
Net income (loss) | (911.2) | (3,960.2) | (270.5) |
Dividends on preferred shares | 75.4 | 75.4 | 41.5 |
Net loss attributable to ordinary shares | $ (986.6) | $ (4,035.6) | $ (312) |
Earnings per share | |||
Basic (in dollars per share) | $ (1.47) | $ (5.97) | $ (0.49) |
Diluted (in dollars per share) | $ (1.47) | $ (6.24) | $ (0.61) |
Weighted average shares used to compute earnings per share: | |||
Basic (in shares) | 671.6 | 676.1 | 631 |
Diluted (in shares) | 671.6 | 678.6 | 640.8 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (911.2) | $ (3,960.2) | $ (270.5) |
Other comprehensive income (loss), net of tax: | |||
Interest rate swaps | (21.9) | 37 | 4.8 |
Defined benefit pension plans | (1.1) | 2.9 | (0.6) |
Foreign currency translation adjustment | 193.6 | (1,032.5) | (169.9) |
Other comprehensive income (loss), net of tax | 170.6 | (992.6) | (165.7) |
Comprehensive income (loss) | $ (740.6) | $ (4,952.8) | $ (436.2) |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Interest rate swaps, tax | $ (7.2) | $ 11.7 | $ 1.6 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Millions, $ in Millions | Total | Ordinary Shares | Preferred Shares | Treasury Shares | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at beginning of the period (in shares) at Dec. 31, 2020 | 606.3 | |||||
Balance at beginning of the period at Dec. 31, 2020 | $ 9,034.8 | $ 9,989.2 | $ (196) | $ 492.4 | $ (1,250.8) | |
Treasury shares at beginning of the period (in shares) at Dec. 31, 2020 | 6.3 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Exercise of Private Placement Warrants (in shares) | 0.2 | |||||
Exercise of Private Placement Warrants | 3.6 | |||||
Exercise of stock options (in shares) | 3.1 | |||||
Exercise of stock options | 18.6 | $ 18.6 | ||||
Vesting of restricted stock units (in shares) | 1 | |||||
Issuance of shares, net (in shares) | 257.3 | 14.4 | ||||
Issuance of shares, net | $ 6,980.6 | $ 1,392.6 | ||||
Share-based award activity (in shares) | (1.7) | |||||
Share-based award activity | 31.3 | $ 31.3 | ||||
Repurchase of ordinary shares (in shares) | (183.8) | |||||
Repurchases of ordinary shares | (5,211.5) | $ (5,211.5) | ||||
Retirement of treasury shares (in shares) | (183.8) | 183.8 | ||||
Retirement of treasury shares | $ (5,211.5) | $ 5,211.5 | ||||
Issuance of treasury shares, net (in shares) | (5.8) | |||||
Issuance of treasury shares, net | $ 137.5 | $ 179.1 | (41.6) | |||
Sale of treasury shares (in shares) | (5.8) | |||||
Sale of treasury shares | (41.6) | |||||
Dividends to preferred shareholders (in shares) | 0.7 | |||||
Dividends to preferred shareholders | $ (25.4) | $ 16.1 | (41.5) | |||
Net income (loss) | (270.5) | (270.5) | ||||
Other comprehensive income (loss) | (165.7) | (165.7) | ||||
Balance at end of the period (in shares) at Dec. 31, 2021 | 683.1 | 14.4 | ||||
Balance at end of the period at Dec. 31, 2021 | 11,925.9 | $ 11,827.9 | $ 1,392.6 | $ (16.9) | 326.7 | (1,604.4) |
Treasury shares at end of the period (in shares) at Dec. 31, 2021 | 0.5 | |||||
Increase (Decrease) in Shareholders' Equity | ||||||
Reclassification of EBT Shares (in shares) | (0.5) | |||||
Exercise of stock options (in shares) | 0.4 | |||||
Exercise of stock options | 0.9 | $ 0.9 | ||||
Vesting of restricted stock units (in shares) | 2.9 | |||||
Share-based award activity (in shares) | (1.3) | |||||
Share-based award activity | $ 83.2 | $ 83.2 | ||||
Repurchase of ordinary shares (in shares) | (10.7) | (10.7) | (10.7) | |||
Repurchases of ordinary shares | $ (175) | $ (175) | ||||
Retirement of treasury shares (in shares) | 0 | (10.7) | ||||
Retirement of treasury shares | $ (167.3) | $ 175 | (7.7) | |||
Sale of treasury shares (in shares) | (0.5) | (0.5) | (0.5) | |||
Sale of treasury shares | $ 5.7 | $ 16.9 | (11.2) | |||
Dividends to preferred shareholders | (75.4) | (75.4) | ||||
Net income (loss) | (3,960.2) | (3,960.2) | ||||
Other comprehensive income (loss) | (992.6) | (992.6) | ||||
Balance at end of the period (in shares) at Dec. 31, 2022 | 674.4 | 14.4 | ||||
Balance at end of the period at Dec. 31, 2022 | $ 6,812.5 | $ 11,744.7 | $ 1,392.6 | $ 0 | (665.9) | (5,658.9) |
Treasury shares at end of the period (in shares) at Dec. 31, 2022 | 0 | 0 | ||||
Increase (Decrease) in Shareholders' Equity | ||||||
Exercise of stock options (in shares) | 0.3 | |||||
Exercise of stock options | $ 1.6 | $ 1.6 | ||||
Vesting of restricted stock units (in shares) | 7.6 | |||||
Share-based award activity (in shares) | (2.4) | |||||
Share-based award activity | $ 94.2 | $ 94.2 | ||||
Repurchase of ordinary shares (in shares) | (13.8) | (13.8) | (13.8) | |||
Repurchases of ordinary shares | $ (100) | $ (100) | ||||
Retirement of treasury shares (in shares) | 0 | (13.8) | ||||
Retirement of treasury shares | $ (100) | $ 100 | 0 | |||
Dividends to preferred shareholders (in shares) | 0 | |||||
Dividends to preferred shareholders | (75.4) | $ 0 | (75.4) | |||
Net income (loss) | (911.2) | (911.2) | ||||
Other comprehensive income (loss) | 170.6 | 170.6 | ||||
Balance at end of the period (in shares) at Dec. 31, 2023 | 666.1 | 14.4 | ||||
Balance at end of the period at Dec. 31, 2023 | $ 5,992.3 | $ 11,740.5 | $ 1,392.6 | $ 0 | $ (495.3) | $ (6,645.5) |
Treasury shares at end of the period (in shares) at Dec. 31, 2023 | 0 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows From Operating Activities | |||
Net income (loss) | $ (911.2) | $ (3,960.2) | $ (270.5) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 708.3 | 710.5 | 537.8 |
Share-based compensation | 109 | 93.9 | 33.3 |
Restructuring and other impairments, including goodwill | 986.2 | 4,478.5 | 48.2 |
Fair value adjustment of warrants | (15.9) | (206.8) | (81.3) |
Gain on sale from divestitures | 0 | (278.5) | 0 |
Gain on legal settlement | (49.4) | 0 | 0 |
Deferred income taxes | (78.4) | (54.3) | (13.3) |
Amortization of debt issuance costs | 18.2 | 16.4 | 13.2 |
Other operating activities | 37.8 | (18.3) | (11.6) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (25.5) | (28.3) | (64.1) |
Prepaid expenses | 1.7 | (17.1) | 2.7 |
Other assets | 35.1 | (45.4) | 27.7 |
Accounts payable | 41.2 | (24) | 31.2 |
Accrued expenses and other current liabilities | (44.4) | (114.4) | 85.9 |
Deferred revenues | 20.3 | (9.3) | 0.2 |
Operating leases, net | (8) | (9.6) | (22.4) |
Other liabilities | (80.8) | (23.8) | 6.8 |
Net cash provided by (used for) operating activities | 744.2 | 509.3 | 323.8 |
Cash Flows From Investing Activities | |||
Capital expenditures | (242.5) | (202.9) | (118.5) |
Payments for acquisitions and cost method investments, net of cash acquired | (5.4) | (24.8) | (3,930.3) |
Proceeds from divestitures, net of cash divested | 10.5 | 285 | 4.3 |
Net cash provided by (used for) investing activities | (237.4) | 57.3 | (4,044.5) |
Cash Flows From Financing Activities | |||
Proceeds from issuance of debt | 0 | 0 | 1,842.6 |
Proceeds from revolving credit facility | 0 | 0 | 175 |
Principal payments on term loan | (300) | (321.5) | (28.6) |
Repayments of revolving credit facility | 0 | (175) | 0 |
Proceeds from debt issuance costs and discounts | 0.1 | ||
Payment of debt issuance costs and discounts | (2.1) | (32.5) | |
Proceeds from issuance of preferred shares | 0 | 0 | 1,392.6 |
Proceeds from issuance of ordinary shares | 0 | 0 | 728 |
Proceeds from issuance of treasury shares | 0 | 5.7 | 139.9 |
Repurchases of ordinary shares | (100) | (175) | (159.4) |
Cash dividends on preferred shares | (75.5) | (75.4) | (18.9) |
Proceeds from stock options exercised | 0.5 | 0.9 | 18.6 |
Payments related to finance lease | (1) | (1.9) | (0.2) |
Payments related to tax withholding for stock-based compensation | (20.6) | (14.9) | (24.9) |
Net cash provided by (used for) financing activities | (496.5) | (759.2) | 4,032.2 |
Effects of exchange rates | 3.6 | (38.2) | 3.7 |
Net change in cash and cash equivalents, including restricted cash | 13.9 | (230.8) | 315.2 |
Total cash and cash equivalents, and restricted cash, beginning of period | 356.8 | 587.6 | 272.4 |
Total cash and cash equivalents, and restricted cash, end of period | 370.7 | 356.8 | 587.6 |
Supplemental Cash Flow Information: | |||
Cash paid for interest | 273.5 | 251.5 | 182.4 |
Cash paid for income tax | $ 42.9 | $ 63.7 | $ 33.9 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | Nature of Operations and Summary of Significant Accounting Policies Clarivate Plc (“Clarivate,” “us,” “we,” “our,” or the “Company”), is a public limited company incorporated under the laws of Jersey, Channel Islands. We are a provider of proprietary and comprehensive information, analytics, professional services, and workflow software that enable users across government and academic institutions, life science and healthcare companies, corporations, and law firms to power the entire innovation lifecycle, from cultivating curiosity to protecting the world’s critical intellectual property assets. We have three reportable segments: Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”). Our segment structure is organized based on the products we offer and the markets they serve. For additional information on our reportable segments, see Note 16 - Segment Information . Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications of prior period amounts have been made to conform to the current period presentation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. The most significant of these estimates relate to the initial valuation of acquired long-lived and intangible assets and goodwill, subsequent impairment analyses, and income taxes. Management evaluates these estimates, assumptions, and judgments on an ongoing basis by reference to historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Concentration of Credit Risk Accounts receivable are the primary financial instrument that potentially subjects us to significant concentrations of credit risk. Accounts receivable represent arrangements in which services were transferred to a customer before the customer pays consideration or before payment is due. We do not require collateral or other securities to support customer receivables. We perform ongoing credit evaluations of our customers and limit the amount of credit extended when deemed appropriate. We maintain our cash and cash equivalent balances with high-quality financial institutions and consequently, we believe that such funds are subject to minimal credit risk. Fair Value Measurements Fair value is determined based on the assumptions that market participants would use in pricing the asset or liability. We utilize the following fair value hierarchy in determining fair values: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 - Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments. As further discussed in Note 9 - Debt, we have classified our debt instruments within Level 2 of the fair value hierarchy. As further described in Note 8 - Derivative Instruments, we have also classified our derivative instruments within Level 2 of the fair value hierarchy. As discussed in Note 11 - Private Placement Warrants , we have classified our warrants within Level 3 of the fair value hierarchy. Cash and Cash Equivalents Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of purchase of three months or less, and includes restricted cash of $12.9 and $8.0 as of December 31, 2023 and 2022, respectively. Allowance for Credit Losses We estimate credit losses for trade receivables by using a current expected credit loss model. The credit loss allowance is determined through an analysis of historical collection experience, the aging of accounts receivable, and an evaluation of the impact of current and projected economic conditions. Trade and other receivables are written off when there is no reasonable expectation of recovery, such as a past due status greater than 360 days or bankruptcy of the debtor. Property and Equipment Property and equipment is recorded at cost, and depreciation is recorded using the straight‑line method over the estimated useful lives of the assets, as follows: Computer hardware 3 years Furniture, fixtures, and equipment 5 - 7 years Leasehold improvements Lesser of lease term or estimated useful life Repair and maintenance costs are expensed as incurred. Internally Developed Software and Content Internally Developed Software — Development costs related to internally generated software are capitalized once a project has progressed to the application development stage. Costs of significant improvements or enhancements on existing software for internal use, both internally developed and purchased, are also capitalized. Costs related to the preliminary project stage, data conversion, and post-implementation/operation stage of an internal-use software development project are expensed as incurred. Capitalized costs are amortized over five years, which is the estimated useful life of the related software. Purchased software is amortized over three years, which is the estimated useful life of the related software. Content — Costs related to the acquisition of source materials, content selection, document processing, editing, abstracting, and indexing are capitalized. We also capitalize internal and external costs associated with the development of product-related software that adds functionality and improves the customer’s ability to search our content. These capitalized costs are amortized over a two We do not capitalize any costs associated with research and development or marketing. Leases We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use (“ROU”) assets, Current portion of operating lease liability, and Operating lease liabilities on our Consolidated Balance Sheets. Our finance lease asset is included within Property and equipment, net on our Consolidated Balance Sheets (see Note 5 - Property and Equipment, Net ) and the related finance lease liability is included as an item of indebtedness (see Note 9 - Debt ) on our Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial valuation of finance lease assets and liabilities is calculated in the same way. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component. Goodwill and Other Intangible Assets We account for our business combinations using the acquisition method of accounting. We allocate the purchase price of an acquisition to the assets acquired and liabilities assumed based on their estimated fair values. As part of this allocation process, we identify and attribute values and estimated lives to the intangible assets acquired. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Definite-lived intangible assets are generally amortized on a straight-line basis over the following estimated useful lives: Customer relationships 2 - 23 years Technology and content 2 - 20 years Computer software 5 years Trade names and other 2 - 18 years Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment annually as of the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment of Long-Lived Assets We evaluate our long-lived assets, including property and equipment, internally developed software and content, definite-lived intangible assets, and operating lease ROU assets for impairment whenever circumstances indicate the carrying value may not be recoverable. We determine the recoverability of a long-lived asset, or a group of similar long-lived assets, by comparing its carrying value to the future undiscounted cash flows that the asset is expected to generate over its remaining life. Any impairment is measured as the difference between the carrying value and the fair value of the asset. Goodwill impairment testing is performed at the reporting unit level. For goodwill impairment testing purposes, we have determined that our business segments are our reporting units. As part of our annual goodwill impairment testing, we have the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we bypass the qualitative assessment, or if the qualitative assessment indicates that quantitative analysis should be performed, we evaluate goodwill for impairment by comparing the estimated fair value of a reporting unit with its carrying amount, including goodwill. We estimate the fair value of a reporting unit using a discounted cash flow (“DCF”) analysis based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates. Our indefinite-lived intangible assets are related to trade names. Similar to goodwill, as part of our annual indefinite-lived intangible asset impairment testing, we have the option to first perform qualitative testing by evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived assets are impaired. If we do not believe that it is more likely than not that the indefinite-lived assets are impaired, no quantitative impairment test is required. If we choose not to complete a qualitative assessment, or if the qualitative assessment indicates that a quantitative analysis should be performed, we estimate the fair value of the indefinite-lived asset by using the relief-from-royalty method based on the present value of estimated future cash flows that the indefinite-lived asset is expected to generate in the future. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value, less cost to sell. Any impairment charge is recognized in full in the reporting period in which it has been identified. For discussion of the analysis and results of our impairment tests, see Note 6 - Other Intangible Assets, net and Goodwill and Note 13 - Restructuring and Other Impairments. Income Taxes We recognize income taxes under the asset and liability method. Deferred income tax assets and liabilities arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. Deferred income tax assets and liabilities are recorded at the enacted tax rate expected to apply to the temporary difference when settled or realized. We record U.S. tax expense resulting from Global Intangible Low Taxed Income (“GILTI”) as a current period expense. In assessing the realizability of deferred tax assets, we consider all available positive and negative evidence factors. Evidence considered includes historical and projected future taxable income by tax jurisdiction, character and timing of income or loss, and prudent and feasible tax planning strategies. We record a valuation allowance to reduce deferred tax assets to the net realizable value that is more likely than not to be realized. We record tax benefits when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The amount of tax benefit recorded is the largest amount of tax benefit that is greater than 50% likely to be realized upon settlement. We then record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken on a tax return. Uncertain tax positions are reassessed quarterly and liabilities for unrecognized tax benefits are adjusted when our judgment changes as a result of the evaluation of new information, such as developments in case law, new regulations or tax law, or changes in the status of ongoing audits. These adjustments will be reflected as increases or decreases to income tax expense in the period in which new information is available. Accrued interest and penalties related to unrecognized tax benefits are included within the Provision (benefit) for income taxes in the Consolidated Statements of Operations. Treasury Shares Treasury share purchases, whether through share withholdings for taxes or repurchase programs and transactions, are recorded at cost. Issuances from treasury shares are recorded using the First In, First Out (“FIFO”) method. Revenue Recognition We derive revenue through subscriptions to our product offerings, re-occurring contracts in our IP segment, and transactional sales that are typically quoted on a product, data set, or project basis. • Subscription-based revenues are recurring revenues that we typically earn under annual contracts, pursuant to which we license the right to use our products to our customers or provide maintenance services over a contractual term. We invoice and collect the subscription fee at the beginning of the subscription period. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period. Cash received or receivable in advance of completing the performance obligations is included in deferred revenue. We recognize subscription revenue ratably over the contract term as the access or service is provided. • Re-occurring revenues are derived solely from the patent and trademark maintenance services provided by our IP segment. Patents and trademarks are renewed regularly, and our services help customers maintain and protect those patents and trademarks in multiple jurisdictions around the world. Because of the re-occurring nature of the patent and trademark lifecycle, our customer base engages us to manage the renewal process on their behalf. These contracts typically include evergreen clauses or are multi-year agreements. We invoice and record revenue upon delivery of the service or report. • Transactional and other revenues are earned for specific deliverables that are typically quoted on a product, data set, or project basis. Transactional and other revenues include content sales (including single-document and aggregated collection sales), consulting engagements, and other professional services such as software implementation services. We typically invoice and record revenue for this revenue stream upon delivery of the product, data set, or project, although for longer software implementation projects, we will periodically bill and recognize revenue in connection with the completion of related performance obligations. When multiple performance obligations exist in a single contract, the transaction price is allocated to each performance obligation in proportion to the standalone selling price of each performance obligation. The standalone selling price is typically determined by reference to our standard price lists and is a reflection of our normal pricing practices when sold separately with consideration of market conditions and other factors, including customer demographics and geographic location. Discounts applied to the contract are allocated based on the same proportion of standalone selling prices. For transactions that involve a third party, we evaluate whether we are acting as the principal or the agent in the transaction by considering factors such as control of the specified goods or services before they are transferred to the customer, fulfillment responsibility, collection risk, and discretion in establishing price. If we determine that we control the good or service before it is transferred to the customer, we recognize revenue on a gross basis. Conversely, if we determine that we do not control the good or service before it is transferred to the customer, we recognize revenue on a net basis. We pay commissions to sales managers and support teams for earning new customers and renewing contracts with existing customers. We treat these commission costs as costs to obtain a contract and are therefore considered contract assets. We capitalize certain of these commission costs within Prepaid expenses and Other non-current assets on the Consolidated Balance Sheets. The costs are amortized to Selling, general and administrative costs within the Consolidated Statements of Operations. The amortization period is between one Share-based Compensation We recognize compensation expense for share-based awards based on grant date fair value. The fair value of RSUs is based on the fair value of our common shares on the date of grant, and we use a Monte Carlo simulation to determine the fair value of our PSUs at grant date. We use the graded vesting method to amortize the value of share-based awards to expense. We recognize forfeitures as they occur. Defined Contribution Plans Employees participate in various defined contribution savings plans that provide for Company-matching contributions. Costs for future employee benefits are accrued over the periods in which employees earn the benefits. Total expense related to defined contribution plans was $34.9, $30.5, and $18.1 for the years ended December 31, 2023, 2022, and 2021, respectively, which approximates the cash outlays related to the plans. Restructuring Restructuring expense includes costs associated with involuntary termination benefits provided to employees, certain contract termination costs, and other costs associated with an exit or disposal activity. Involuntary termination benefits are recognized within restructuring charges at the time that the program was approved and all necessary communications were made. The liabilities are recorded within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The corresponding expenses are recorded within Restructuring and other impairments in the Consolidated Statements of Operations. For further details, see Note 13 - Restructuring and Other Impairments . Legal Costs Legal costs expected to be incurred in connection with a loss contingency are expensed and accrued at the outset of the legal matter giving rise to the estimated legal costs. Other Operating (Income) Expense, Net Other operating expense (income), net consists of the following: Year Ended December 31, 2023 2022 2021 Gain on sale from divestitures Note 2 $ — $ (278.5) $ — Gain on legal settlement Note 17 (49.4) — — Net foreign exchange loss (gain) 38.9 (45.4) 19.6 Miscellaneous, net (0.3) (0.9) 7.9 Total $ (10.8) $ (324.8) $ 27.5 Foreign Currency Translation The operations of each of our entities are measured using the currency of the primary economic environment in which the subsidiary operates (“functional currency”). Assets and liabilities of foreign subsidiaries whose functional currency is the local currency are translated into U.S. dollars using period-end exchange rates. Revenues and expenses are translated at the average exchange rate in effect during each fiscal month during the year. The effects of foreign currency translation adjustments are included as a component of Accumulated other comprehensive income (loss) in the accompanying Consolidated Balance Sheets. Earnings Per Share Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to ordinary shares by the weighted average number of ordinary shares outstanding for the applicable period. Diluted EPS is computed by dividing net income (loss) attributable to ordinary shares, adjusted for the change in fair value of the private placement warrants, by the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding for the applicable period. Diluted EPS reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares, as calculated using the treasury stock method. Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures , which requires disclosure of incremental segment information on an annual and interim basis. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. We are currently assessing the impact of this update on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which is designed to provide greater income tax disclosure transparency by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in this update are effective for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently assessing the impact of this update on our consolidated financial statements and related disclosures. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Acquisitions and Divestitures 2021 Acquisition of ProQuest On December 1, 2021, we acquired 100% of ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, and its subsidiaries from Cambridge Information Group (“CIG”), Atairos and certain other equity holders (collectively, the “Seller Group”). The aggregate consideration in connection with the closing of the ProQuest acquisition was $5,002.3, net of $52.5 cash acquired. The aggregate consideration was composed of (i) $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group and (ii) approximately $3,959.9 in total cash consideration, including approximately $917.5 to fund the repayment of ProQuest debt. The excess of the purchase price over the net tangible and intangible assets was recorded to Goodwill and primarily reflected the assembled workforce and expected synergies, with the majority being deductible for tax purposes. For additional information, see Note 6 - Other Intangible Assets, net and Goodwill . Total transaction costs incurred in connection with the acquisition were $16.2 and $63.0 for the year ended December 31, 2022 and 2021, respectively. ProQuest is reported primarily as part of our A&G segment. The following table summarizes the final purchase price allocation based on the fair value of assets acquired and liabilities assumed as of the close date of December 1, 2021: Final Accounts receivable $ 114.7 Prepaid expenses 23.2 Other current assets 23.7 Property and equipment, net 65.2 Other intangible assets (1) 3,533.7 Other non-current assets 18.0 Deferred income taxes 3.5 Operating lease right-of-use assets 28.4 Total assets $ 3,810.4 Accounts payable 17.1 Accrued expenses and other current liabilities 133.2 Current portion of long-term debt 1.1 Current portion of deferred revenue 335.2 Current portion of operating lease liabilities 8.0 Long-term debt 33.4 Deferred income taxes 58.9 Non-current portion of deferred revenue 6.8 Other non-current liabilities 91.3 Operating lease liabilities 23.1 Total liabilities 708.1 Fair value of acquired identifiable assets and liabilities $ 3,102.3 Purchase price, net of cash acquired $ 5,002.3 Less: Fair value of acquired identifiable assets and liabilities 3,102.3 Goodwill $ 1,900.0 (1) $3,528.0 relates to the valued intangible assets as per the purchase price allocation with the remaining amount attributable to acquired assets under construction. The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of ProQuest’s identifiable intangible assets acquired and their remaining amortization period (in years) as of the close date: Fair Value Remaining Customer relationships $ 2,773.0 17-23 Technology and content 709.3 5-17 Trade names 45.7 2-10 Total identifiable intangible assets $ 3,528.0 Unaudited pro forma information for the year ended December 31, 2021 as if the acquisition had occurred January 1, 2020, is as follows: Pro forma revenues, net $ 2,703.0 Pro forma net loss attributable to shareholders $ (175.4) The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of our operations. The pro forma financial information presented above has been derived from our historical consolidated financial statements and from the historical accounting records of ProQuest. The unaudited pro forma results include certain pro forma adjustments to net loss that were directly attributable to the acquisition assuming that it occurred on January 1, 2020, including the following: (i) additional amortization expense that would have been recognized relating to the acquired intangible assets, (ii) adjustments to interest expense to reflect the removal of ProQuest debt and our additional borrowings in conjunction with the acquisition, and (iii) the removal of $63.0 of acquisition-related transaction costs and $55.0 of other one-time costs related to undrawn bridge commitment fees. 2023 Pending Divestiture During the second quarter 2023, we entered into a commercial agreement to sell a small product group within our IP segment for approximately $34 payable over ten years. The divestiture enables improved focus on our core IP business assets and empowers product development and innovation teams to build upon our market-leading IP intelligence, IP lifecycle management, and IP services solutions. The transaction, which is expected to close during the second quarter of 2024, does not represent a strategic shift, nor is it expected to have a material impact on our operations or financial results. Accordingly, the divestiture met the held-for-sale criteria but did not qualify as a discontinued operation as of December 31, 2023. Prior to the held-for-sale determination and accompanying impairment testing as of June 30, 2023, the carrying amount of the expected assets to be disposed of consisted almost entirely of purchase-related identifiable customer relationship intangible assets of approximately $158. These intangible assets were reduced to estimated fair value of $26.1 based on the estimated present value of the consideration to be paid over ten years. The related impairment charge of $132.2, as well as a goodwill impairment charge of $3.0 related to its allocated portion of the IP segment reporting unit’s goodwill balance, is included in Goodwill and intangible asset impairments 2022 Divestiture of MarkMonitor Domain Management Business On October 31, 2022, we completed the sale of the MarkMonitor Domain Management business (IP segment) to Newfold Digital, a leading web presence solutions provider. The aggregate closing consideration included proceeds, net of cash transferred of $285.0, deferred closing consideration of $10.6, and other of $0.5. We received the deferred closing consideration during the year ended December 31, 2023. As a result of the sale, we recorded a net gain of $278.5, which is included in Other operating expense (income), net in the Consolidated Statement of Operations for the year ended December 31, 2022 and we wrote-off $10.6 of Other intangible assets, net and $42.8 of Goodwill associated with the divested business from the Consolidated Balance Sheet as of December 31, 2022. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue We disaggregate our revenues by transaction type, by segment (see Note 16 - Segment Information ), and by geography. The following tables present our revenues by transaction type, based on revenue recognition pattern, and by geography, based on the location of the customer: Year Ended December 31, Revenues by transaction type 2023 2022 2021 Subscription revenues $ 1,618.1 $ 1,618.8 $ 1,030.4 Re-occurring revenues 444.6 441.9 453.2 Transactional and other revenues 566.1 599.1 393.3 Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9 Year Ended December 31, Revenues by geography 2023 2022 2021 Americas $ 1,405.5 $ 1,462.3 $ 924.7 Europe/Middle East/Africa 707.5 698.3 555.8 APAC 515.8 499.2 396.4 Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9 For the year ended December 31, 2023, 2022, and 2021, approximately 49%, 50%, and 46% of our revenues, respectively, were attributed to customers in the U.S., while no other country accounted for more than 10% of our revenues. Costs to Obtain a Contract The capitalized amount of sales commissions included in Prepaid expenses was $19.7 and $27.7, and in Other non-current assets was $23.8 and $15.5 as of December 31, 2023 and 2022, respectively. We have not recorded any impairments against these capitalized commission costs. Contract Balances Accounts receivable, net Current Non-current December 31, 2022 $ 872.1 $ 947.5 $ 38.5 December 31, 2023 908.3 983.1 38.7 Increase (decrease) $ 36.2 $ 35.6 $ 0.2 December 31, 2021 $ 906.4 $ 1,030.4 $ 54.2 December 31, 2022 872.1 947.5 38.5 Increase (decrease) $ (34.3) $ (82.9) $ (15.7) During the year ended December 31, 2023, we recognized revenues of $818.3 attributable to deferred revenues recorded at the beginning of the period, primarily consisting of subscription revenues recognized ratably over the contractual term. Our remaining performance obligations are included in the current or non-current portion of deferred revenues on the Consolidated Balance Sheets. The majority of these obligations relate to customer contracts where we license the right to use our products or provide maintenance services over a contractual term, generally one year or less. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Our Accounts receivable, net balance consisted of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Accounts receivable $ 934.9 $ 899.2 Less: Accounts receivable allowance (26.6) (27.1) Accounts receivable, net $ 908.3 $ 872.1 The change in our accounts receivable allowance related to the following activity during each of the years presented: Year Ended December 31, 2023 2022 2021 Balance at beginning of year $ 27.1 $ 24.9 $ 23.9 Additional provisions 7.0 10.9 9.2 Write-offs (9.3) (7.8) (8.0) Exchange differences 1.8 (0.9) (0.2) Balance at end of year $ 26.6 $ 27.1 $ 24.9 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2023 2022 Computer hardware $ 54.5 $ 45.1 Leasehold improvements 15.9 16.1 Furniture, fixtures, and equipment 44.5 39.0 Finance lease 8.0 8.0 Other 2.3 2.1 Property and equipment, gross $ 125.2 $ 110.3 Accumulated depreciation (73.6) (55.8) Property and equipment, net $ 51.6 $ 54.5 Depreciation expense was $23.2, $35.2, and $14.0 for the years ended December 31, 2023, 2022, and 2021, respectively. |
Other Intangible Assets, net an
Other Intangible Assets, net and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Other Intangible Assets, net and Goodwill | Other Intangible Assets, net and Goodwill Other intangible assets, net The following tables summarize the gross carrying amounts and accumulated amortization of our identifiable intangible assets by major class: December 31, 2023 December 31, 2022 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Definite-lived intangible assets: Customer relationships $ 7,819.9 $ (1,177.2) $ 6,642.7 $ 7,809.0 $ (821.5) $ 6,987.5 Technology and content 2,798.3 (1,009.1) 1,789.2 2,681.0 (780.5) 1,900.5 Computer software 897.9 (516.4) 381.5 765.1 (422.2) 342.9 Trade names and other 88.9 (52.6) 36.3 88.8 (38.9) 49.9 Definite-lived intangible assets $ 11,605.0 $ (2,755.3) $ 8,849.7 $ 11,343.9 $ (2,063.1) $ 9,280.8 Indefinite-lived intangible assets: Trade names 156.9 — 156.9 156.9 — 156.9 Total intangible assets $ 11,761.9 $ (2,755.3) $ 9,006.6 $ 11,500.8 $ (2,063.1) $ 9,437.7 Intangible assets amortization expense was $685.1, $675.3, and $523.8 during the years ended December 31, 2023, 2022, and 2021, respectively. In connection with the assets and liabilities held-for-sale as of December 31, 2023, we recorded an intangible assets impairment charge of $132.2 primarily associated with purchase-related customer relationships. For further details, see Note 2 - Acquisitions and Divestitures . As of December 31, 2023, the remaining weighted-average estimated useful life (in years) of our definite-lived intangible assets by major class and in total was as follows: Customer relationships 19 Technology and content 10 Computer software 6 Trade names and other 8 Total 17 As of December 31, 2023, estimated future amortization expense related to definite-lived intangible assets is as follows: 2024 $ 678.1 2025 650.8 2026 613.5 2027 582.1 2028 552.0 Thereafter 5,755.5 Amortizing intangible assets $ 8,832.0 Internally developed software projects in process 17.7 Definite-lived intangible assets $ 8,849.7 Goodwill The change in the carrying amount of Goodwill by segment was as follows: A&G IP LS&H Total Consolidated Balance as of December 31, 2021 $ 2,862.6 $ 3,865.0 $ 1,177.3 $ 7,904.9 Acquisition measurement period adjustments 2.9 — 2.1 5.0 Divestiture (1) — (42.8) — (42.8) Goodwill impairment (2) (1,745.8) (2,662.1) — (4,407.9) Impact of foreign currency fluctuations (3) (9.9) (569.8) (3.0) (582.7) Balance as of December 31, 2022 $ 1,109.8 $ 590.3 $ 1,176.4 $ 2,876.5 Acquisition — — 3.0 3.0 Goodwill impairment (4) — (582.2) (265.5) (847.7) Impact of foreign currency fluctuations — (8.1) — (8.1) Balance as of December 31, 2023 $ 1,109.8 $ — $ 913.9 $ 2,023.7 (1) Relates to the divestiture of the MarkMonitor business in 2022. For further details, see Note 2 - Acquisitions and Divestitures. (2) The total goodwill impairment charge reflected in the Consolidated Statements of Operations during the year ended December 31, 2022 was $4,449. The difference represents the CTA impact from amounts recorded in our subsidiaries with functional currencies other than USD. (3) The impact of foreign currency fluctuations was primarily driven by changes in the GBP/USD translation rate as of December 31, 2022 compared to December 31, 2021. (4) In connection with the assets and liabilities held-for-sale as of December 31, 2023, a $3.0 impairment was recorded related to its allocated portion of the IP segment reporting unit’s goodwill balance. For further details, see Note 2 - Acquisitions and Divestitures. In both 2023 and 2022, we completed quantitative goodwill impairment assessments using a DCF analysis to estimate the fair value of each of our reporting units. The discount rates were derived using a capital asset pricing model and analysis of published rates for industries relevant to each reporting unit to estimate the cost of equity financing. For additional information related to our goodwill impairment testing policy and procedures, see Note 1 - Nature of Operations and Summary of Significant Accounting Policies. In 2023, we performed our annual goodwill impairment assessment in the fourth quarter using a quantitative approach. The annual assessment coincided with a change in our reporting units wherein the legacy ProQuest and Web of Science Group reporting units were combined into a single reporting unit, A&G. There was no impact to the reportable segments or operating segments. The goodwill impairment assessment included an analysis of the impacted reporting units immediately before and immediately after the change and concluded there was no impairment in either scenario. Based on the annual quantitative analysis, we determined that the carrying value of the IP and LS&H segment reporting units exceeded their respective fair values, resulting in a goodwill impairment charge of $844.7 as follows: (i) $579.2 related to the IP reporting unit within the IP segment and (ii) $265.5 related to the LS&H reporting unit within the LS&H segment. The impairments were primarily due to worsening macroeconomic and market conditions. In the third quarter of 2022, we recorded a goodwill impairment charge of $4,407.9 as follows: (i) $1,745.8 related to the ProQuest reporting unit within the A&G segment; (ii) $2,569.1 related to the former IP Management reporting unit within the IP segment; and (iii) $93.0 related to the former Patent reporting unit within the IP segment. For our annual impairment testing as of October 1, we utilized a qualitative assessment and concluded there was no impairment. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases We currently lease office space and certain equipment under non-cancelable operating lease agreements. We also have one financing lease for office space. Some of the leases include renewal options to extend the lease term which we do not consider with respect to the lease term used for calculating the lease liability because the renewal options allow us to maintain operational flexibility, and we are not reasonably certain we will exercise the renewal options. The following table presents the components of our lease cost, supplemental cash flow disclosures, and other information related to our lease arrangements: Year Ended December 31, 2023 2022 2021 Lease Cost: Operating lease cost $ 22.4 $ 27.9 $ 28.8 Variable lease cost 5.3 2.5 1.4 Short-term lease cost 0.7 0.4 0.8 Finance lease cost Amortization of right-of-use assets 0.5 10.8 1.3 Interest on lease liabilities 2.1 1.2 0.1 Total lease cost $ 31.0 $ 42.8 $ 32.4 Supplemental Cash Flow Disclosures: Cash paid for amounts included in measurement of lease liabilities Operating cash flows for operating leases $ 31.9 $ 34.7 $ 30.8 Operating cash flows for finance leases 2.1 1.2 0.1 Financing cash flows for finance leases 1.0 1.9 0.2 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 16.2 $ 2.6 $ 13.4 Finance leases — 2.4 29.9 Other Information: Weighted-average remaining lease term Operating leases 5 5 4 Finance leases 13 14 2 Weighted-average discount rate Operating leases 5.2 % 4.3 % 4.4 % Finance leases 6.9 % 6.9 % 3.8 % The following table presents an analysis of our lease liability maturities as of December 31, 2023: Year Ending December 31, Operating Leases Finance Leases 2024 $ 28.9 $ 3.2 2025 21.2 3.3 2026 15.6 3.4 2027 11.0 3.4 2028 7.7 3.5 Thereafter 16.4 29.7 Total undiscounted cash flows $ 100.8 $ 46.5 Present value: Current lease liabilities 24.4 1.2 Non-current lease liabilities 63.2 29.1 Total lease liabilities $ 87.6 $ 30.3 Interest on lease liabilities $ 13.2 $ 16.2 |
Leases | Leases We currently lease office space and certain equipment under non-cancelable operating lease agreements. We also have one financing lease for office space. Some of the leases include renewal options to extend the lease term which we do not consider with respect to the lease term used for calculating the lease liability because the renewal options allow us to maintain operational flexibility, and we are not reasonably certain we will exercise the renewal options. The following table presents the components of our lease cost, supplemental cash flow disclosures, and other information related to our lease arrangements: Year Ended December 31, 2023 2022 2021 Lease Cost: Operating lease cost $ 22.4 $ 27.9 $ 28.8 Variable lease cost 5.3 2.5 1.4 Short-term lease cost 0.7 0.4 0.8 Finance lease cost Amortization of right-of-use assets 0.5 10.8 1.3 Interest on lease liabilities 2.1 1.2 0.1 Total lease cost $ 31.0 $ 42.8 $ 32.4 Supplemental Cash Flow Disclosures: Cash paid for amounts included in measurement of lease liabilities Operating cash flows for operating leases $ 31.9 $ 34.7 $ 30.8 Operating cash flows for finance leases 2.1 1.2 0.1 Financing cash flows for finance leases 1.0 1.9 0.2 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 16.2 $ 2.6 $ 13.4 Finance leases — 2.4 29.9 Other Information: Weighted-average remaining lease term Operating leases 5 5 4 Finance leases 13 14 2 Weighted-average discount rate Operating leases 5.2 % 4.3 % 4.4 % Finance leases 6.9 % 6.9 % 3.8 % The following table presents an analysis of our lease liability maturities as of December 31, 2023: Year Ending December 31, Operating Leases Finance Leases 2024 $ 28.9 $ 3.2 2025 21.2 3.3 2026 15.6 3.4 2027 11.0 3.4 2028 7.7 3.5 Thereafter 16.4 29.7 Total undiscounted cash flows $ 100.8 $ 46.5 Present value: Current lease liabilities 24.4 1.2 Non-current lease liabilities 63.2 29.1 Total lease liabilities $ 87.6 $ 30.3 Interest on lease liabilities $ 13.2 $ 16.2 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | Derivative Instruments We are exposed to various market risks, including foreign currency exchange rate risk and interest rate risk. We use derivative instruments to manage these risk exposures. We enter into foreign currency contracts and cross-currency swaps to help manage our exposure to foreign exchange rate risk and interest rate swaps to mitigate interest rate risk. Interest Rate Swaps We have interest rate swap arrangements with counterparties to reduce our exposure to variability in cash flows relating to interest payments on our outstanding Term Loan arrangements. We have designated the interest rate swaps as cash flow hedges of the risk associated with floating interest rates on designated future monthly interest payments. As of December 31, 2023, our outstanding interest rate swaps have an aggregate notional value of $1,112.4 and maturities ranging from March 2024 to October 2026. The fair value of the interest rate swaps is the estimated amount that we would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for bid-ask spread. Changes in fair value are recorded to Accumulated other comprehensive income loss (“AOCL”) in the Consolidated Balance Sheets with a related offset in derivative asset or liability, and the amounts reclassified out of AOCL are recorded within Interest expense, net in the Consolidated Statements of Operations. Any gain or loss will be subsequently reclassified into net earnings in the same period during which transactions affect earnings, or upon termination of the arrangements. For additional information on changes recorded to AOCL, see Note 10 - Shareholders' Equity . As of December 31, 2023, we estimate that $17.2 of pre-tax gain related to interest rate swaps recorded in AOCL is expected to be reclassified into earnings within the next twelve months. For additional information on our outstanding Term Loan Facility, see Note 9 - Debt . Cross-Currency Swaps In July 2023, we entered into a cross-currency swap that matures in 2026 to mitigate foreign currency exposure related to our net investment in various euro-functional-currency consolidated subsidiaries. This swap is designated and qualifies as a net investment hedge. We elected to assess the effectiveness of this net investment hedge based on changes in spot rates and are amortizing the portion of the net investment hedge that was excluded from the assessment of effectiveness over the life of the swap within Interest expense, net in the Consolidated Statements of Operations. The notional amount of the cross-currency swap associated with euro-denominated subsidiary net investments was €100.0 as of December 31, 2023. Changes in fair value are recorded in AOCL (as a foreign currency translation adjustment) in the Consolidated Balance Sheets, with a related offset in derivative asset or liability. Any gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated. For additional information on changes recorded to AOCL, see Note 10 - Shareholders' Equity . Foreign Currency Forward Contracts We periodically enter into foreign currency contracts, which generally do not exceed 180 days in duration, to help manage our exposure to foreign exchange rate risks. We have not designated these contracts as accounting hedges. These contracts are initially recognized at fair value at the date the contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. We assess the fair value of these instruments, considering current and anticipated movements in future interest rates and the relevant currency spot and future rates available in the market. We receive third-party valuation reports to corroborate our determination of fair value. Accordingly, these instruments are classified as Level 2 inputs. We recognize the associated realized and unrealized gains and losses in Other operating expense (income), net in the Consolidated Statements of Operations. For the years ended December 31, 2023, 2022, and 2021, we recognized a loss (gain) from the mark to market adjustment of $(0.8), $1.2, and $6.9, respectively. The notional amount of outstanding foreign currency contracts was $140.5 and $165.1 as of December 31, 2023 and December 31, 2022, respectively. The following table provides information on the location and fair value amounts of our derivative instruments as of December 31, 2023 and December 31, 2022: December 31, Balance Sheet Classification 2023 2022 Asset Derivatives Derivatives designated as accounting hedges: Interest rate swaps Other current assets $ 4.1 $ 2.3 Interest rate swaps Other non-current assets 17.7 47.2 Derivatives not designated as accounting hedges: Foreign currency forwards Other current assets 1.3 0.8 Total Asset Derivatives $ 23.1 $ 50.3 Liability Derivatives Derivatives designated as accounting hedges: Cross-currency swaps Other non-current liabilities $ 2.0 $ — Derivatives not designated as accounting hedges: Foreign currency forwards Accrued expenses and other current liabilities 0.1 0.4 Total Liability Derivatives $ 2.1 $ 0.4 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes our total indebtedness: December 31, 2023 December 31, 2022 Type Maturity Effective Carrying Effective Carrying Senior Notes 2029 4.875 % $ 921.4 4.875 % $ 921.4 Senior Secured Notes 2028 3.875 % 921.2 3.875 % 921.2 Revolving Credit Facility 2027 8.206 % — 7.234 % — Term Loan Facility 2026 8.470 % 2,197.4 7.384 % 2,497.4 Senior Secured Notes 2026 4.500 % 700.0 4.500 % 700.0 Finance lease (1) 2036 6.936 % 30.3 6.936 % 31.3 Total debt outstanding 4,770.3 5,071.3 Debt discounts and issuance costs (48.0) (65.3) Current portion of long-term debt (1.2) (1.0) Long-term debt $ 4,721.1 $ 5,005.0 (1) See Note 18 - Related Party Transactions for additional information. Financing Transactions Senior Notes (2029) and Senior Secured Notes (2028) Interest on the Senior Notes due 2029 and the Senior Secured Notes due 2028 is payable semi-annually to holders of record on June 30 and December 30 of each year. The Senior Secured Notes due 2028 are secured on a first-lien pari passu basis with borrowings under the existing credit facilities and Senior Secured Notes due 2026. Both of these series of Notes are guaranteed on a joint and several basis by each of our indirect subsidiaries that is an obligor or guarantor under our existing credit facilities and Senior Secured Notes due 2026. The Senior Secured Notes and Senior Notes are subject to redemption as a result of certain changes in control at 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. At our election, these Notes may be redeemed (i) prior to June 30, 2024, at a redemption price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus a “make-whole” premium and accrued and unpaid interest to the date of redemption; (ii) prior to June 30, 2024, we may use funds, in an aggregate amount not exceeding the net cash proceeds of one or more specified equity offerings, to redeem up to 40% of the aggregate principal amount of the Senior Notes and Senior Secured Notes at a redemption price equal to 104.875% and 103.875% of the aggregate principal amount being redeemed, respectively, plus accrued and unpaid interest and additional amounts to the date of redemption provided that at least 50% of the original aggregate principal amount of the Notes issued on the Closing Date remains outstanding after the redemption (or all Notes are redeemed substantially concurrently) and the redemption occurs within 120 days of the date of the closing of such equity offering; or, (iii) on or after June 30, 2024, during the 12 month period commencing on June 30 of each of the years referenced below based on the call premiums listed below, plus accrued and unpaid interest to the date of redemption. Redemption Price Period Senior Notes (2029) Senior Secured Notes (2028) 2024 102.438 % 101.938 % 2025 101.219 % 100.969 % 2026 and thereafter 100.000 % 100.000 % The Indentures governing our Senior Notes due 2029 and Senior Secured Notes due 2028 contain covenants which, among other things, limit the incurrence of additional indebtedness (including acquired indebtedness), issuance of certain preferred stock, the payment of dividends, making restricted payments and investments, the purchase or acquisition or retirement for value of any equity interests, the provision of loans or advances to restricted subsidiaries, the sale or lease or transfer of any properties to any restricted subsidiaries, the transfer or sale of assets, and the creation of certain liens. As of December 31, 2023, we were in compliance with all of the indenture covenants. Senior Secured Notes (2026) Interest on the Senior Secured Notes due 2026 is payable semi-annually to holders of record on May 1 and November 1 of each year. The Senior Secured Notes due 2026 are secured on a first-lien pari passu basis with borrowings under the Credit Facilities and Senior Secured Notes due 2028. These Notes are guaranteed on a joint and several basis by each of our indirect subsidiaries that is an obligor or guarantor under the Credit Facilities and are secured on a first-priority basis by the collateral now owned or hereafter acquired by Camelot Finance S.A. (the issuer) and each of the guarantors that secures the issuer’s and such guarantor’s obligations under our credit facilities (subject to permitted liens and other exceptions). The Senior Secured Notes due 2026 are subject to redemption as a result of certain changes in tax laws or treaties of (or their interpretation by) a relevant taxing jurisdiction at 100% of the principal amount, plus accrued and unpaid interest to the date of redemption, and upon certain changes in control at 101% of the principal amount, plus accrued and unpaid interest to the date of purchase. Additionally, at our election, the Notes may be redeemed on November 1, 2024 and thereafter at 100% of the principal amount, plus accrued and unpaid interest to the date of redemption. The Credit Facilities Borrowings under the Credit Facilities, bear interest at a floating rate which can be, at our option, either (i) a Eurocurrency rate plus an applicable margin or (ii) an alternate base rate (equal to the highest of (i) the rate which Bank of America, N.A. announces as its prime lending rate, (ii) the Federal Funds Effective Rate plus one-half of 1.00% and (iii) the Eurocurrency rate for an interest period of one month for loans denominated in dollars plus 1.00% plus an applicable margin). The Credit Facilities are secured by substantially all of our assets and the assets of all of our U.S. restricted subsidiaries and certain of our non-U.S. subsidiaries, including those that are or may be borrowers or guarantors under the Credit Facilities, subject to customary exceptions. The Credit Agreement governing the Credit Facilities contains customary events of default and restrictive covenants that limit us from, among other things, incurring certain additional indebtedness, issuing preferred stock, making certain restricted payments and investments, certain transfers or sales of assets, entering into certain affiliate transactions, or incurring certain liens. The Credit Facilities provide that, upon the occurrence of certain events of default, our obligations thereunder may be accelerated and the lending commitments terminated. Such events of default include payment defaults to the lenders, material inaccuracies of representations and warranties, covenant defaults, cross-defaults to other material indebtedness (including the Senior Secured Notes due 2026 and 2028 and Senior Notes 2029), voluntary and involuntary bankruptcy proceedings, material money judgments, loss of perfection over a material portion of collateral, material ERISA/pension plan events, certain change of control events, and other customary events of default, in each case subject to threshold, notice, and grace period provisions. We may be subject to certain negative covenants, including either a fixed charge coverage ratio, total first lien net leverage ratio, or total net leverage ratio if certain conditions are met. As of December 31, 2023, we were in compliance with the covenants for the credit facilities. Revolving Credit Facility The Revolving Credit Facility provides for revolving loans, same-day borrowings, and letters of credit pursuant to commitments in an aggregate principal amount of $750.0, with a letter of credit sublimit of $80.0. The maturity date for revolving credit commitments is March 31, 2027, subject to a “springing” maturity date that is 90 days prior to the maturity date of (i) the term loans outstanding under the credit facility or (ii) the 4.50% Senior Secured Notes due 2026. The Revolving Credit Facility carries a base interest rate at Term SOFR, plus a 0.1% SOFR adjustment, plus 3.25% per annum (or 2.75% per annum, based on first lien leverage ratios) or Prime plus a margin of 2.25% per annum, as applicable depending on the borrowing. The Revolving Credit Facility interest rate margins will decrease upon the achievement of certain first lien net leverage ratios (as the term is used in the Credit Agreement) and is subject to a commitment fee rate of 0.5% per annum (or 0.375% per annum, based on first lien leverage ratios) times the unutilized amount of total revolving commitments. As of December 31, 2023, letters of credit totaling $9.2 were collateralized by the Revolving Credit Facility. Term Loan Facility (2026) We have a Term Loan Facility due in 2026, which was fully drawn at closing in October 2021. During each of the years ended December 31, 2023 and 2022, we made prepayments of $300.0 towards the Term Loan Facility. The carrying value of our variable interest rate debt, excluding unamortized debt issuance costs, approximates fair value due to the short-term nature of the interest rate benchmark rates. The fair value of the fixed rate debt is estimated based on market observable data for debt with similar prepayment features. The fair value of our debt was $4,615.3 and $4,709.6 at December 31, 2023 and December 31, 2022, respectively, and is considered Level 2 under the fair value hierarchy. Amounts due under our outstanding borrowings as of December 31, 2023 are as follows: 2024 $ 1.2 2025 1.3 2026 2,898.9 2027 1.7 2028 923.1 Thereafter 944.1 Total maturities 4,770.3 Less: capitalized debt issuance costs and original issue discount (48.0) Total, including the current portion of long-term debt $ 4,722.3 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity As of December 31, 2023, there were unlimited shares of ordinary stock authorized and 666.1 million shares issued and outstanding, with no par value. We did not hold any shares as treasury shares as of December 31, 2023 and December 31, 2022. Our ordinary shareholders are entitled to one vote per share. MCPS Offering In June 2021, we completed a public offering of 14.4 million of our 5.25% Series A Mandatory Convertible Preferred Shares (“MCPS”), which included 1.9 million of our MCPS that the underwriters purchased pursuant to their option to purchase additional shares. We received approximately $1,392.7 in net proceeds from the offering. Dividends on our MCPS are payable, as and if declared by our Board of Directors, at an annual rate of 5.25% of the liquidation preference of $100.00 per share. We may pay declared dividends on March 1, 2024 and June 1, 2024 prior to the automatic conversion of these shares. Each of our convertible preferred shares has a liquidation preference of $100.00. As of December 31, 2023, we accrued $6.4 of preferred share dividends within Accrued expenses and other current liabilities. While the dividends on the MCPS are cumulative, they are not paid until declared by our Board of Directors. If the dividends are not declared, they will continue to accumulate until paid, due to a backstop contained in the agreement (even if never declared). On June 1, 2024, our MCPS will automatically convert into between 3.2052 and 3.8462 of our ordinary shares (respectively, the “Minimum Conversion Rate” and “Maximum Conversion Rate”), each subject to anti-dilution adjustments. The number of our ordinary shares issuable on conversion of the convertible preferred shares will be determined based on an Average VWAP per ordinary share over the settlement period. At any time prior to June 1, 2024, holders may elect to convert each convertible preferred share into ordinary shares at the Minimum Conversion Rate. Holders of the preferred shares have the right to convert all or any portion of their shares at any time until the close of business on the mandatory conversion date. The preferred shares are not redeemable at our election before the mandatory conversion date and the holders of the preferred shares do not have any voting rights. Treasury Shares CPA Global Acquisition Shares - During the year ended December 31, 2021, 5.8 million shares held in the Employee Benefit Trust (“EBT”), further described in Note 12 - Share-based Compensation , were sold at an average net price per share of $23.78 to fund the payment to the respective employees via payroll in the first quarter of 2022 as it relates to the first lock-up period and vesting date, which occurred on October 1, 2021. Given the original share value of $30.99 as of the date of the acquisition, an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $(41.6). During the year ended December 31, 2022, the last remaining 0.5 million shares held in the EBT were sold at an average net price per share of $10.72 and an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $(11.2). Share Repurchase Program and Share Retirements - In February 2022, our Board of Directors approved the purchase of up to $1,000.0 of our ordinary shares through open-market purchases, to be executed through December 31, 2023. During the year ended December 31, 2022, we repurchased 10.7 million ordinary shares at an average price per share of $16.33 with a total carrying value of $175.0, all of which were subsequently retired at an average price at retirement of $15.61 and were restored as authorized but unissued ordinary shares. Upon formal retirement and in accordance with ASC Topic 505, Equity , we reduced our ordinary shares account by the carrying amount of the treasury shares. Additionally, given the differences of the original repurchase share value and the value at the time of formal retirements, an associated loss was recognized within the Consolidated Statement of Changes in Equity in the amount of $(7.7). In May 2023, our Board of Directors approved the extension of the share repurchase authorization through December 31, 2024, and reduced the authorization from $1,000.0 to $500.0. To enable the buybacks under the Board’s authorization, we obtained shareholder approval on July 27, 2023 to permit us to conduct open-market purchases of up to 100.0 million of our ordinary shares from time to time as approved by the Board of Directors at a minimum purchase price of $1 per share and maximum purchase price of $35 per share. During the year ended December 31, 2023 , we repurchased 13.8 million ordinary shares for $100.0 at an average price of $7.22 per s hare. The repurchased shares were immediately retired and restored as authorized but unissued ordinary shares. As of December 31, 2023, we had $400.0 of availability remaining under the Board’s authorization program. Accumulated Other Comprehensive Income (Loss) (“AOCI” or “AOCL”) The tables below provide information about the changes in Accumulated Other Comprehensive Income (Loss) by component and the related amounts reclassified to net earnings during the periods indicated (net of tax): Interest rate swaps Defined benefit pension plans Foreign currency translation adjustment Accumulated Other Comprehensive Income (Loss) Balance as of December 31, 2020 $ (3.7) $ (0.8) $ 496.9 $ 492.4 Other comprehensive income (loss) before reclassifications 1.9 (0.6) (169.9) (168.6) Reclassifications from AOCI to net earnings 2.9 — — 2.9 Net other comprehensive income (loss) 4.8 (0.6) (169.9) (165.7) Balance as of December 31, 2021 $ 1.1 $ (1.4) $ 327.0 $ 326.7 Other comprehensive income (loss) before reclassifications 41.1 2.9 (1,032.5) (988.5) Reclassifications from AOCI to net earnings (4.1) — — (4.1) Net other comprehensive income (loss) 37.0 2.9 (1,032.5) (992.6) Balance as of December 31, 2022 $ 38.1 $ 1.5 $ (705.5) $ (665.9) Other comprehensive income (loss) before reclassifications 14.9 (1.1) 194.2 208.0 Reclassifications from AOCL to net earnings (36.8) — (0.6) (37.4) Net other comprehensive income (loss) (21.9) (1.1) 193.6 170.6 Balance as of December 31, 2023 $ 16.2 $ 0.4 $ (511.9) $ (495.3) |
Private Placement Warrants
Private Placement Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Private Placement Warrants | Private Placement Warrants In connection with the acquisition of Churchill Capital Corp consummated on May 13, 2019, we had warrants outstanding for certain individuals to purchase an aggregate of 52.8 million ordinary shares with an exercise price of $11.50 per share, consisting of 34.5 million public warrants and 18.3 million private placement warrants. As of December 31, 2023, there were 17.8 million unexercised private placement warrants, which expire in May 2024. We account for the private placement warrants as a liability that is reported at fair value on the balance sheet on a recurring basis. We determine the fair value of the warrants using a Black-Scholes option valuation model; accordingly, the warrants are classified as Level 3 financial instruments within the fair value hierarchy and are subject to remeasurement at each balance sheet date. The total fair value of private placement warrants represented a liability balance of $5.1 and $21.0 as of December 31, 2023 and December 31, 2022, respectively, and was classified within Accrued expenses and other current liabilities and Other non-current liabilities, respectively, in the Consolidated Balance Sheets. Any change in fair value is recognized as a fair value adjustment of warrants in the Consolidated Statements of Operations. The following table summarizes the changes in the private placement warrants liability for the year ended December 31, 2023 and 2022: 2023 2022 Balance as of January 1 $ 21.0 $ 227.8 Fair value adjustment of warrants (15.9) (206.8) Exercise of Private Placement Warrants — — Balance as of December 31 $ 5.1 $ 21.0 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation We grant share-based awards under the Clarivate Plc 2019 Incentive Award Plan (“the Plan”). A maximum aggregate amount of 60.0 million ordinary shares are reserved for issuance under the Plan. The Plan provides for the issuance of options, share appreciation rights, restricted shares, restricted share units, and cash awards. As of December 31, 2023 and 2022, approximately 26.8 million and 29.7 million shares, respectively, of our ordinary shares were available for share-based awards. Total share-based compensation expense for the years ended December 31, 2023, 2022, and 2021, comprised the following: Year Ended December 31, 2023 2022 2021 Cost of revenues $ 39.9 $ 36.3 $ 45.2 Selling, general and administrative costs 69.0 65.9 93.9 Total share-based compensation expense $ 108.9 $ 102.2 $ 139.1 Total income tax provision (benefit) recognized for stock-based compensation arrangements were as follows: Year Ended December 31, 2023 2022 2021 Provision (benefit) for income taxes $ (8.7) $ (8.3) $ (8.5) Stock Options No stock option awards have been granted to plan participants since 2019. Outstanding options were granted to plan participants at a price equal to the market price on the grant date, and their fair value was determined using a Black-Scholes model. As of December 31, 2023 and 2022, there was no unrecognized compensation cost related to outstanding stock options. A summary of stock option activity for the year ended December 31, 2023, is presented below: Number of Weighted Weighted-Average Aggregate Intrinsic Value (1) Outstanding at December 31, 2022 3.7 $ 13.12 3.96 $ 1.2 Exercised (0.2) 7.08 — 0.5 Forfeited (0.4) 14.91 — — Outstanding at December 31, 2023 3.1 $ 13.41 3.07 $ 1.4 Vested and exercisable at December 31, 2023 3.1 $ 13.41 3.07 $ 1.4 (1) Represents the difference between the closing price of our ordinary shares on December 31, 2023 and the exercise price, multiplied by the number of in-the-money stock options as of that date. The total intrinsic value of stock options exercised during the years ended December 31, 2023, 2022, and 2021 was approximately $0.5, $0.8, and $43.4, respectively. Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”) RSUs typically vest from one to three years under a graded vesting method. RSUs do not have nonforfeitable rights to dividends or dividend equivalents. The fair value of RSUs is based on the fair value of our common shares on the date of grant. PSUs typically either cliff vest over three years or vest ratably between three and five years. Payout percentages are based on accomplishing certain levels of growth and profitability, subsequently adjusted for our total shareholder return (“TSR”) compared to the TSR of the S&P 500. We use a Monte Carlo simulation to determine the fair value of our PSUs at grant date. Each quarter, we evaluate the likelihood that the performance criteria will be met. As the number of PSUs expected to vest increases or decreases, compensation expense is also adjusted up or down to reflect the number of shares expected to vest and the cumulative vesting period met to date. A summary of RSU and PSU activity for the year ended December 31, 2023, is presented below: Year Ended December 31, 2023 RSUs RSUs Weighted PSUs PSUs Weighted Outstanding at December 31, 2022 13.5 $ 13.40 2.1 $ 17.67 Granted 6.3 10.34 1.6 13.55 Exercised/Vested (7.5) 13.18 (0.1) 13.21 Forfeited/Unexercised (1.5) 12.48 (0.8) 20.87 Outstanding at December 31, 2023 10.8 $ 11.89 2.8 $ 12.95 Total remaining unamortized compensation costs $ 47.6 $ 13.5 Weighted average remaining service period 0.92 years 1.69 years The 2023, 2022, and 2021 weighted average grant date fair value for RSUs was $10.34, $12.14, and $23.91 and for PSUs was $13.55, $13.83, and $23.56, respectively. For the years ended December 31, 2023, 2022, and 2021, the fair value of RSUs vested was $62.4, $39.9, and $25.0, respectively, and the fair value of PSUs vested was insignificant. CPA Global Equity Plan In connection with the CPA Global acquisition in October 2020, an EBT was established for the CPA Global Equity Plan. Vesting for the awards was determined by reference to the respective lock-up period for the management and non-management participant groups. Compensation expense associated with the awards was recorded in share-based compensation expense, with changes in fair value being recorded at the end of each reporting period. The last remaining shares were sold and the EBT was terminated during the year ended December 31, 2022. Compensation expense associated with this plan for the years ended December 31, 2022 and 2021, was $8.1 and $82.9, respectively. |
Restructuring and Other Impairm
Restructuring and Other Impairments | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Impairments | Restructuring and Other Impairments Restructuring costs, including lease impairments We have engaged in various restructuring programs to strengthen our business and streamline our operations, including taking actions related to the location and use of leased facilities. Our recent restructuring programs include the following: • Segment Optimization Program - During the second quarter of 2023, we approved a restructuring plan to streamline operations within targeted areas of the Company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce. • One Clarivate Program - During the second quarter of 2021, we approved a restructuring plan to streamline operations within targeted areas of the company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce. • ProQuest Acquisition Integration Program - During the fourth quarter of 2021, we approved a restructuring plan to streamline operations within targeted areas of the company to reduce operational costs, with the primary cost savings driver being from a reduction in workforce. • Other Restructuring Programs - During 2020 and the fourth quarter of 2019, we engaged a strategic consulting firm to assist us in optimizing our structure and cost base, resulting in the implementation of several cost-saving and margin improvement programs designed to generate substantial incremental cash flows. As of December 31, 2023, we expect to incur approximately $20 of additional restructuring costs associated with the Segment Optimization Program, which we expect to incur primarily within 2024. We do not expect to incur any significant further costs associated with the other programs. The following table summarizes the pre-tax charges by activity and program during the periods indicated: Year Ended December 31, 2023 2022 2021 Severance and Related Benefit Costs: Segment Optimization Program 13.4 — — One Clarivate Program — 16.7 17.3 ProQuest Acquisition Integration Program 16.7 22.9 1.9 Other Restructuring Programs — (0.4) 38.1 Total Severance and Related Benefit Costs $ 30.1 $ 39.2 $ 57.3 Exit and Disposal Costs: Segment Optimization Program — — — One Clarivate Program — — 2.7 ProQuest Acquisition Integration Program 0.2 2.2 — Other Restructuring Programs — 1.0 8.4 Total Exit and Disposal Costs $ 0.2 $ 3.2 $ 11.1 Lease Abandonment Costs: Segment Optimization Program 3.7 — — One Clarivate Program — — — ProQuest Acquisition Integration Program — 24.3 — Other Restructuring Programs (0.1) — 61.1 Total Lease Abandonment Costs $ 3.6 $ 24.3 $ 61.1 Restructuring Costs $ 33.9 $ 66.7 $ 129.5 The following table summarizes the pre-tax charges by program and segment during the periods indicated: Year Ended December 31, 2023 2022 2021 Academia & Government: One Clarivate Program — 9.3 7.0 ProQuest Acquisition Integration Program 9.1 26.5 0.7 Segment Optimization 4.8 — — Other Restructuring Programs (0.1) 0.4 24.9 Total Academia & Government $ 13.8 $ 36.2 $ 32.6 Intellectual Property: One Clarivate Program — 4.4 9.1 ProQuest Acquisition Integration Program 4.6 15.3 0.8 Segment Optimization 4.6 — — Other Restructuring Programs — 0.2 58.8 Total Intellectual Property $ 9.2 $ 19.9 $ 68.7 Life Sciences & Healthcare: One Clarivate Program — 3.0 3.9 ProQuest Acquisition Integration Program 3.2 7.6 0.4 Segment Optimization 7.7 — — Other Restructuring Programs — — 23.9 Total Life Sciences & Healthcare $ 10.9 $ 10.6 $ 28.2 Restructuring Costs $ 33.9 $ 66.7 $ 129.5 The table below summarizes the activity related to the restructuring reserves across each of our cost-saving programs during the periods indicated: Severance and Related Benefit Costs Exit, Disposal, and Abandonment Costs Total Reserve Balance as of December 31, 2021 $ 28.3 $ 0.7 $ 29.0 Expenses recorded 39.2 27.5 66.7 Payments made (51.5) (3.5) (55.0) Noncash items (1) (4.5) (24.6) (29.1) Reserve Balance as of December 31, 2022 $ 11.5 $ 0.1 $ 11.6 Expenses recorded 30.1 3.8 33.9 Payments made (29.9) (2.5) (32.4) Noncash items (5.8) — (5.8) Reserve Balance as of December 31, 2023 $ 5.9 $ 1.4 $ 7.3 (1) For the year ended December 31, 2022, noncash items primarily represent non-cash adjustments related to operating and finance lease abandonments of $23.6 based on the estimate of future recoverable cash flows. Other impairments In the fourth quarter of 2023, we recorded a charge of approximately $6.1 related to the impairment of two equity investments, both of which are now fully impaired. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Provision (benefit) for income taxes analyzed by jurisdiction was as follows: Year Ended December 31, 2023 2022 2021 Current U.K. $ (1.2) $ 9.7 $ 4.4 U.S. Federal 14.5 (1.1) 4.8 U.S. State 4.4 2.8 0.3 Other (40.8) 25.4 20.2 Total current (23.1) 36.8 29.7 Deferred U.K. (0.4) 2.2 (8.3) U.S. Federal (30.5) (56.0) 6.0 U.S. State (4.4) (3.8) (2.8) Other (42.9) (8.1) (12.3) Total deferred (78.2) (65.7) (17.4) Provision (benefit) for income taxes $ (101.3) $ (28.9) $ 12.3 The components of Income (loss) before income tax are as follows: Year Ended December 31, 2023 2022 2021 U.K. income (loss) $ (180.1) $ 174.7 $ (13.1) U.S. income (loss) (477.9) (3,721.5) (284.9) Other income (loss) (354.5) (442.3) 39.8 Income (loss) before income tax $ (1,012.5) $ (3,989.1) $ (258.2) A reconciliation of the statutory U.K. income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2023 2022 2021 Income (loss) before income tax $ (1,012.5) $ (3,989.1) $ (258.2) Provision (benefit) for income taxes (101.3) (28.9) 12.3 Statutory rate 23.5 % 19.0 % 19.0 % Effect of different tax rates — % 1.5 % 3.2 % BEAT (0.7) % (0.2) % (3.8) % Tax rate modifications — % — % 17.4 % Valuation allowances (4.4) % (15.2) % (39.0) % Share-based compensation (1.3) % (0.2) % (2.7) % Other permanent differences (0.6) % — % 2.3 % Non-deductible transaction costs — % — % (0.8) % Withholding tax (0.5) % — % (0.4) % Uncertain tax positions 7.0 % 0.4 % (0.5) % Outside basis difference in foreign subsidiary 2.1 % (0.1) % (0.4) % Impairments (15.4) % (6.0) % — % Tax exempt gain — % 1.3 % — % Other 0.3 % 0.2 % 0.9 % Effective tax rate 10.0 % 0.7 % (4.8) % The primary components of the income tax benefit for the year ended December 31, 2023, is the recognition of $(21.2) of net tax (benefit) due to release of valuation allowance recorded against certain U.S. federal and state tax attributes. This release of valuation allowance is netted against the overall increase in the valuation allowance due to current year losses in various jurisdictions reflected in the Deferred Tax Valuation Allowance table below. In addition, we recognized a $(70.4) net tax (benefit) on the settlement of an open tax dispute; the tax benefit is inclusive of indirect tax impacts, interest, and penalties. The primary component of the income tax benefit for the year ended December 31, 2022, is the recognition of $(63.2) of net tax (benefit) due to the release of valuation allowance associated with an internal legal entity restructuring. This release of valuation allowance is netted against the overall increase in the valuation allowance due to current year losses in various jurisdictions, inclusive of the impacts of impairments, reflected in the Deferred Tax Valuation Allowance table below. The tax effects of the significant components of temporary differences giving rise to our deferred income tax assets and liabilities are as follows: December 31, 2023 2022 Accounts receivable $ 3.6 $ 2.6 Accrued expenses 12.2 19.7 Deferred revenue 2.0 10.0 Partnerships outside basis difference 68.1 97.3 Other assets 44.4 32.6 Debt issuance costs 11.5 11.6 Lease liabilities 10.6 12.6 Goodwill 567.1 547.0 Operating losses and tax attributes 717.9 601.8 Total deferred tax assets 1,437.4 1,335.2 Valuation Allowances (1,256.6) (1,179.3) Net deferred tax assets $ 180.8 $ 155.9 Other identifiable intangible assets, net (338.9) (398.6) Other liabilities (16.1) (19.7) Right-of-use assets (6.8) (7.2) Fixed assets, net (21.9) (22.3) Total deferred tax liabilities $ (383.7) $ (447.8) Net deferred tax liabilities $ (202.9) $ (291.9) In the Consolidated Balance Sheets, deferred tax assets and liabilities are shown net if they are in the same jurisdiction. The components of the net deferred tax liabilities as reported on the Consolidated Balance Sheets are as follows: December 31, 2023 2022 Deferred tax asset $ 46.7 $ 24.2 Deferred tax liability (249.6) (316.1) Net deferred tax liability $ (202.9) $ (291.9) Deferred Tax Assets and Liabilities We are required to assess the realization of our deferred tax assets and the need for a valuation allowance. The assessment requires judgment on the part of management with respect to benefits that could be realized from future taxable income. The valuation allowance was $1,256.6 and $1,179.3 as of December 31, 2023 and 2022, respectively, against certain deferred tax assets, as it more likely than not that such amounts will not be fully realized. During the years ended December 31, 2023 and 2022, the valuation allowance increased by $77.3 and $632.5, respectively. As of December 31, 2023, we had U.S. federal tax loss carryforwards of $1,485.4, U.K. tax loss carryforwards of $465.9, U.S. state tax loss carryforwards of $706.2, Japan tax loss carryforwards of $46.2, and tax loss carryforwards in other foreign jurisdictions of $136.8. The carryforward period for U.S. federal tax losses is twenty years for losses generated in tax years ended prior to December 31, 2017. The expiration period for these losses begins in 2036. For U.S. losses generated in tax years beginning after January 1, 2018, the carryforward period is indefinite. The carryforward period for the U.K. tax losses is indefinite. The carryforward period for U.S. state losses varies, and the expiration period is between 2024 and 2043. The carryforward period for the Japan tax losses is nine years, and the expiration period begins in 2025. The carryforward period of other losses varies by jurisdiction. As of December 31, 2023, we also had R&D and other tax credit carryforwards of $17.4 that have various carryforward periods, and the expiration period begins in 2027. We have provided income taxes and withholding taxes in the amount of $13.2 on the undistributed earnings of foreign subsidiaries as of December 31, 2023. In general, we are not permanently reinvesting our foreign earnings offshore. Deferred Tax Valuation Allowance The following table shows the change in the deferred tax valuation as follows: December 31, 2023 2022 2021 Beginning balance, January 1 $ 1,179.3 $ 546.8 $ 368.0 Change charged to expense/(income) 51.4 657.5 100.7 Change charged to CTA 25.9 (17.0) (4.7) Change charged to goodwill — (8.0) 82.8 Ending balance, December 31 $ 1,256.6 $ 1,179.3 $ 546.8 Uncertain Tax Positions Unrecognized tax benefits represent the difference between the tax benefits that we are able to recognize for financial reporting purposes and the tax benefits that have been recognized or expect to be recognized in filed tax returns. The total amount of net unrecognized tax benefits that, if recognized, would impact our effective tax rate were $26.0 and $83.8 as of December 31, 2023 and 2022, respectively. We recognize accrued interest and penalties associated with uncertain tax positions as part of the tax provision. As of December 31, 2023 and 2022, the amount accrued was $2.6 and $25.8, respectively. Interest and penalties recognized for the years ended December 31, 2023, 2022, and 2021 were $(23.2), $3.0, and $(0.1). We are unable to estimate the range of the reasonably possible changes to our uncertain tax positions within the next twelve months. We file income tax returns in the U.K., the U.S., and various other jurisdictions. As of December 31, 2023, our open tax years subject to examination were 2016 through 2023, which includes the major jurisdictions in the U.K. and the U.S. The following table summarizes our unrecognized tax benefits, excluding interest and penalties: December 31, 2023 2022 2021 Beginning balance, January 1 $ 83.8 $ 100.2 $ 13.7 Increases for tax positions taken in prior years 1.1 2.9 — Increases for tax positions taken in the current year 1.6 1.5 5.0 Increases for acquisitions (recorded against goodwill) — 1.4 70.8 Increases for return to provisions — — 11.0 Decreases for tax positions taken in prior years (54.1) (19.3) — Decreases related to settlements with taxing authorities (6.2) — — Decreases due to statute expirations (0.2) (2.9) (0.3) Ending balance, December 31 $ 26.0 $ 83.8 $ 100.2 |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings Per Share The basic and diluted EPS computations for our ordinary shares are calculated as follows: Year Ended December 31, 2023 2022 2021 Basic EPS Net income (loss) available to ordinary shareholders $ (911.2) $ (3,960.2) $ (270.5) Dividends on preferred shares 75.4 75.4 41.5 Net income (loss) attributable to ordinary shares $ (986.6) $ (4,035.6) $ (312.0) Basic weighted-average number of ordinary shares outstanding 671.6 676.1 631.0 Basic EPS $ (1.47) $ (5.97) $ (0.49) Diluted EPS Net income (loss) attributable to ordinary shares $ (986.6) $ (4,035.6) $ (312.0) Change in fair value of private placement warrants — (197.6) (81.3) Net income (loss) attributable to ordinary shares, diluted $ (986.6) $ (4,233.2) $ (393.3) Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic 671.6 676.1 631.0 Weighted-average effect of potentially dilutive shares to purchase ordinary shares — 2.5 9.8 Diluted weighted-average number of ordinary shares outstanding 671.6 678.6 640.8 Diluted EPS $ (1.47) $ (6.24) $ (0.61) Potential ordinary shares on a gross basis of 32.7 million, 11.0 million, and 9.6 million options, RSUs, PSUs, and Warrants were excluded from diluted EPS for the year ended December 31, 2023, 2022, and 2021, respectively, as their inclusion would have been anti-dilutive or their performance metric was not met. For additional information, see Note 11 - Private Placement Warrants and Note 12 - Share-based Compensation . The potential dilutive effect of our MCPS outstanding during the period was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later. The resulting weighted-average ordinary shares of 55.3 million related to our MCPS are not included in the dilutive weighted-average ordinary shares outstanding calculation for the year ended December 31, 2023, as their effect would be anti-dilutive. For additional information about our MCPS, see Note 10 - Shareholders' Equity . |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Operating segments are components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. As discussed in Note 1 - Nature of Operations and Summary of Significant Accounting Policies , we have three reportable operating segments: Academia & Government (“A&G”), Intellectual Property (“IP”), and Life Sciences & Healthcare (“LS&H”). An overview of our segment structure, organized based on the products we offer and the markets they serve is as follows: • A&G : Helps customers educate the world by advancing research excellence and student success to accelerate real-world outcomes. We help academic and government institutions advance knowledge to build a better world. Within the A&G segment, we provide Research and Analytics, Content Aggregation, and Workflow Software solutions. • IP : Enables organizations worldwide to unlock innovation, establish strong brands, and effectively protect critical IP assets through our trusted IP data, software, and expertise. We help customers establish, protect, and manage their intellectual property. Within the IP segment, we provide IP Maintenance, IP Intelligence, and IP Management solutions. • LS&H : Empowers customers to deliver treatments that improve patient lives and create a healthier tomorrow. Our intelligence solutions, transformative data, and technology equip our customers with the insight and foresight needed across all of their initiatives from early-stage drug discovery right through commercialization and beyond. Within the LS&H segment, we provide Research and Development, Regulatory and Safety, and Commercialization solutions. Our Chief Executive Officer is identified as the CODM, who evaluates performance based primarily on segment revenues and Adjusted EBITDA. We use the same accounting policies for our segments as those described in Note 1 - Nature of Operations and Summary of Significant Accounting Policies . For disaggregated revenues by type and by geographic region, see Note 3 - Revenues . The CODM does not review assets by segment for the purpose of assessing performance or allocating resources. Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude acquisition and/or disposal-related transaction costs, share-based compensation, MCPS dividend expense, unrealized foreign currency gains/losses, restructuring expenses, non-operating income and/or expense, the impact of certain non-cash fair value adjustments on financial instruments, legal settlements, impairments, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Revenues by segment The following table summarizes revenues by reportable segment for the periods indicated: Year Ended December 31, 2023 2022 2021 Academia & Government $ 1,323.3 $ 1,280.1 $ 489.4 Intellectual Property 862.7 927.1 974.3 Life Sciences & Healthcare 442.8 452.6 413.2 Total Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9 Adjusted EBITDA by segment The following table presents segment profitability and a reconciliation to Net income (loss) for the periods indicated: Year Ended December 31, 2023 2022 2021 Academia & Government $ 558.5 $ 485.5 $ 258.8 Intellectual Property 400.4 443.0 397.9 Life Sciences & Healthcare 158.3 184.2 143.7 Total Adjusted EBITDA $ 1,117.2 $ 1,112.7 $ 800.4 Provision (benefit) for income taxes 101.3 28.9 (12.3) Depreciation and amortization (708.3) (710.5) (537.8) Interest expense, net (293.7) (270.3) (252.5) Fair value adjustment of warrants 15.9 206.8 81.3 Transaction related costs (1) (8.2) (14.2) (46.2) Share-based compensation expense (108.9) (102.2) (139.6) Gain on sale from divestitures — 278.5 — Restructuring and other impairments (40.0) (66.7) (129.5) Goodwill and intangible asset impairments (979.9) (4,449.1) — Other (2) (6.6) 25.9 (34.3) Net income (loss) $ (911.2) $ (3,960.2) $ (270.5) Dividends on preferred shares (75.4) (75.4) (41.5) Net income (loss) attributable to ordinary shares $ (986.6) $ (4,035.6) $ (312.0) (1) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions, and capital market activities and include advisory, legal, and other professional and consulting costs. 2021 also includes the mark-to-market adjustment gains on the contingent stock consideration associated with the CPA Global and DRG acquisitions. (2) Primarily reflects the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. 2023 also includes a $49.4 gain on legal settlement (for further information, see Note 17 - Commitments and Contingencies). Assets by Geography The following table summarizes our assets by geography, which is based on operations and physical location: Year Ended December 31, 2023 2022 Americas $ 8,372.2 $ 6,306.1 EMEA 3,986.0 7,110.9 APAC 348.6 537.6 Total Assets $ 12,706.8 $ 13,954.6 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Lawsuits and Legal Claims We are engaged in various legal proceedings, claims, audits, and investigations that have arisen in the ordinary course of business. These matters may include among others, antitrust/competition claims, intellectual property infringement claims, employment matters, and commercial matters. The outcome of the matters against us are subject to future resolution, including the uncertainties of litigation. From time to time, we are involved in litigation in the ordinary course of our business, including claims or contingencies that may arise related to matters occurring prior to our acquisition of businesses. At the present time, primarily because the matters are generally in early stages, we can give no assurance as to the outcome of any pending litigation to which we are currently a party, and we are unable to determine the ultimate resolution of these matters or the effect they may have on us. We have and will continue to vigorously defend ourselves against these claims. We maintain appropriate levels of insurance, which we expect are likely to provide coverage for some of these liabilities or other losses that may arise from these litigation matters. During the year ended December 31, 2023, we reached settlement related to a large legal claim, which was covered by insurance. We recognized a total gain on settlement of $49.4 which is included in Other operating expense (income), net in the Consolidated Statement of Operations. Between January and March 2022, three putative securities class action complaints were filed in the United States District Court for the Eastern District of New York against Clarivate and certain of its executives and directors alleging that there were weaknesses in the Company’s internal controls over financial reporting and financial reporting procedures that it failed to disclose in violation of federal securities law. The complaints were consolidated into a single proceeding on May 18, 2022. On August 8, 2022, plaintiffs filed a consolidated amended complaint, seeking damages on behalf of a putative class of shareholders who acquired Clarivate securities between July 30, 2020, and February 2, 2022, and/or acquired Clarivate ordinary or preferred shares in connection with offerings on June 10, 2021, or Clarivate ordinary shares in connection with a September 13, 2021, offering. The amended complaint, like the prior complaints, references an error in the accounting treatment of an equity plan included in the Company’s 2020 business combination with CPA Global that was disclosed on December 27, 2021, and related restatements issued on February 3, 2022, of certain of the Company’s previously issued financial statements; the amended complaint also alleges that the Company and certain of its executives and directors made false or misleading statements relating to the Company’s product quality and expected organic revenues and organic growth rate, and that they failed to disclose significant known changes to the Company’s business model. Defendants moved to dismiss the amended complaint on October 7, 2022. Without deciding the motion, the court entered an order on June 23, 2023, allowing plaintiffs limited leave to amend, and plaintiffs filed an amended complaint on July 14, 2023. On August 10, 2023, the court issued an order deeming defendants’ prior motions and briefs to be directed at the amended complaint and permitting defendants to file supplemental briefs to address the new allegations in the amended complaint. Supplemental briefing on the motions was completed on September 8, 2023. Defendants’ motions to dismiss the amended complaint are currently pending. In a separate, but related litigation, on June 7, 2022, a class action was filed in Pennsylvania state court in the Court of Common Pleas of Philadelphia asserting claims under the Securities Act of 1933, based on substantially similar allegations, with respect to alleged misstatements and omissions in the offering documents for two issuances of Clarivate ordinary shares in June and September 2021. The Company moved to stay this proceeding on August 19, 2022, and filed its preliminary objections to the state court complaint on October 21, 2022, which remains pending. After granting a partial stay on January 4, 2023, the court denied a further stay of the proceedings on April 17, 2023. Clarivate does not believe that the claims alleged in the complaints have merit and will vigorously defend against them. Given the early stage of the proceedings, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from these matters. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Certain of our directors are affiliated with customers and a vendor of ours. During the years ended December 31, 2023, 2022, and 2021, we recognized revenues of $1.4, $2.4 and $1.0, respectively, related to these customers, and incurred expenses of $4.9, $4.5, and $0.0, respectively, related to the vendor. We had $0.3 and $0.2 of total receivables outstanding and had no payables outstanding related to these customers and vendor as of December 31, 2023 and 2022, respectively. On May 15, 2021, we entered into an agreement with Capri Acquisition Topco Limited (“Capri”) and Solaro ExchangeCo Limited (“NewCo”), and for certain limited purposes, Leonard Green & Partners, L.P. (“LGP”). Capri and NewCo are controlled by LGP and held our ordinary shares beneficially owned by LGP and certain other existing shareholders. Under the agreement, Capri contributed 177.2 million of its Clarivate ordinary shares to NewCo. We then acquired NewCo in exchange for the issuance of the same number of Clarivate ordinary shares to Capri. This transaction did not involve any change in beneficial ownership of our ordinary shares and the issuance of the new ordinary shares to Capri were exempt from the registration requirements of the Securities Act under Section 4(a)(2) thereof. Pursuant to authority granted to us by shareholders at the 2021 Annual General Meeting, following the acquisition of Newco, we purchased the ordinary shares held by Newco for a nominal price and then canceled such shares. This was a non-cash financing transaction that had a net immaterial impact on the Consolidated Financial Statements. On December 1, 2021, we acquired ProQuest from CIG, Atairos, and certain other equity holders. As part of the acquisition, we assumed a finance lease in which CIG is the lessor. For the year ended December 31, 2023, $2.1 of interest expense and $0.5 of amortization associated with the finance lease asset is reflected in the Consolidated Statements of Operations. As of December 31, 2023, the finance lease asset was $8.0 and is included within Property and equipment, net (see Note 5 - Property and Equipment, Net ) and the corresponding lease liability was $30.3 and is treated as an item of indebtedness within the Consolidated Balance Sheets (see Note 9 - Debt ). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In January 2024, we refinanced our existing Term Loan Facility and extended the maturity date of our Revolving Credit Facility. We refinanced all of our existing term loans with a new $2,150 tranche of term loans maturing in 2031, with an interest rate margin of 275 basis points per annum in the case of loans bearing interest by reference to term SOFR. The new term loan facility effectively extended the maturity of our existing term loans by approximately 5 years. The new term loans amortize in equal quarterly installments equivalent to 1.00% per annum, with the balance due at maturity. Concurrently, we refinanced our Revolving Credit Facility with a replacement $700 million facility, which effectively extends the maturity of the revolving credit facility from 2027 to 2029. The strategic refinancing provides improved financial flexibility, including extending our debt maturities and lowering our annual cash interest costs. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income (loss) | $ (911.2) | $ (3,960.2) | $ (270.5) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Operations and Summ_2
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include our accounts and the accounts of our wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation. Certain reclassifications of prior period amounts have been made to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the Consolidated Financial Statements and accompanying notes. Actual results could differ from those estimates. The most significant of these estimates relate to the initial valuation of acquired long-lived and intangible assets and goodwill, subsequent impairment analyses, and income taxes. Management evaluates these estimates, assumptions, and judgments on an ongoing basis by reference to historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
Concentration of Credit Risk | Concentration of Credit Risk Accounts receivable are the primary financial instrument that potentially subjects us to significant concentrations of credit risk. Accounts receivable represent arrangements in which services were transferred to a customer before the customer pays consideration or before payment is due. We do not require collateral or other securities to support customer receivables. We perform ongoing credit evaluations of our customers and limit the amount of credit extended when deemed appropriate. We maintain our cash and cash equivalent balances with high-quality financial institutions and consequently, we believe that such funds are subject to minimal credit risk. |
Fair Value Measurements | Fair Value Measurements Fair value is determined based on the assumptions that market participants would use in pricing the asset or liability. We utilize the following fair value hierarchy in determining fair values: • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 - Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and other accruals readily convertible into cash approximate fair value because of the short-term nature of the instruments. As further discussed in Note 9 - Debt, we have classified our debt instruments within Level 2 of the fair value hierarchy. As further described in Note 8 - Derivative Instruments, we have also classified our derivative instruments within Level 2 of the fair value hierarchy. As discussed in Note 11 - Private Placement Warrants , we have classified our warrants within Level 3 of the fair value hierarchy. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents is comprised of cash on hand and short-term deposits with an original maturity at the date of purchase of three months or less, and includes restricted cash of $12.9 and $8.0 as of December 31, 2023 and 2022, respectively. |
Allowance for Credit Losses | Allowance for Credit Losses |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost, and depreciation is recorded using the straight‑line method over the estimated useful lives of the assets, as follows: Computer hardware 3 years Furniture, fixtures, and equipment 5 - 7 years Leasehold improvements Lesser of lease term or estimated useful life |
Internally Developed Software and Content | Internally Developed Software and Content Internally Developed Software — Development costs related to internally generated software are capitalized once a project has progressed to the application development stage. Costs of significant improvements or enhancements on existing software for internal use, both internally developed and purchased, are also capitalized. Costs related to the preliminary project stage, data conversion, and post-implementation/operation stage of an internal-use software development project are expensed as incurred. Capitalized costs are amortized over five years, which is the estimated useful life of the related software. Purchased software is amortized over three years, which is the estimated useful life of the related software. Content — Costs related to the acquisition of source materials, content selection, document processing, editing, abstracting, and indexing are capitalized. We also capitalize internal and external costs associated with the development of product-related software that adds functionality and improves the customer’s ability to search our content. These capitalized costs are amortized over a two We do not capitalize any costs associated with research and development or marketing. |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use (“ROU”) assets, Current portion of operating lease liability, and Operating lease liabilities on our Consolidated Balance Sheets. Our finance lease asset is included within Property and equipment, net on our Consolidated Balance Sheets (see Note 5 - Property and Equipment, Net ) and the related finance lease liability is included as an item of indebtedness (see Note 9 - Debt ) on our Consolidated Balance Sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The initial valuation of finance lease assets and liabilities is calculated in the same way. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component. |
Business Combinations | We account for our business combinations using the acquisition method of accounting. We allocate the purchase price of an acquisition to the assets acquired and liabilities assumed based on their estimated fair values. As part of this allocation process, we identify and attribute values and estimated lives to the intangible assets acquired. The excess of the purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. |
Identifiable Intangible Assets, net | Definite-lived intangible assets are generally amortized on a straight-line basis over the following estimated useful lives: Customer relationships 2 - 23 years Technology and content 2 - 20 years Computer software 5 years Trade names and other 2 - 18 years |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment annually as of the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. Goodwill impairment testing is performed at the reporting unit level. For goodwill impairment testing purposes, we have determined that our business segments are our reporting units. As part of our annual goodwill impairment testing, we have the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If we bypass the qualitative assessment, or if the qualitative assessment indicates that quantitative analysis should be performed, we evaluate goodwill for impairment by comparing the estimated fair value of a reporting unit with its carrying amount, including goodwill. We estimate the fair value of a reporting unit using a discounted cash flow (“DCF”) analysis based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates. Our indefinite-lived intangible assets are related to trade names. Similar to goodwill, as part of our annual indefinite-lived intangible asset impairment testing, we have the option to first perform qualitative testing by evaluating whether any events and circumstances occurred that provide evidence that it is more likely than not that the indefinite-lived assets are impaired. If we do not believe that it is more likely than not that the indefinite-lived assets are impaired, no quantitative impairment test is required. If we choose not to complete a qualitative assessment, or if the qualitative assessment indicates that a quantitative analysis should be performed, we estimate the fair value of the indefinite-lived asset by using the relief-from-royalty method based on the present value of estimated future cash flows that the indefinite-lived asset is expected to generate in the future. Assets to be disposed of are carried at the lower of their financial statement carrying amount or fair value, less cost to sell. Any impairment charge is recognized in full in the reporting period in which it has been identified. For discussion of the analysis and results of our impairment tests, see Note 6 - Other Intangible Assets, net and Goodwill and Note 13 - Restructuring and Other Impairments. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets |
Income Taxes | Income Taxes We recognize income taxes under the asset and liability method. Deferred income tax assets and liabilities arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. Deferred income tax assets and liabilities are recorded at the enacted tax rate expected to apply to the temporary difference when settled or realized. We record U.S. tax expense resulting from Global Intangible Low Taxed Income (“GILTI”) as a current period expense. In assessing the realizability of deferred tax assets, we consider all available positive and negative evidence factors. Evidence considered includes historical and projected future taxable income by tax jurisdiction, character and timing of income or loss, and prudent and feasible tax planning strategies. We record a valuation allowance to reduce deferred tax assets to the net realizable value that is more likely than not to be realized. We record tax benefits when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. The amount of tax benefit recorded is the largest amount of tax benefit that is greater than 50% likely to be realized upon settlement. We then record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken on a tax return. Uncertain tax positions are reassessed quarterly and liabilities for unrecognized tax benefits are adjusted when our judgment changes as a result of the evaluation of new information, such as developments in case law, new regulations or tax law, or changes in the status of ongoing audits. These adjustments will be reflected as increases or decreases to income tax expense in the period in which new information is available. Accrued interest and penalties related to unrecognized tax benefits are included within the Provision (benefit) for income taxes in the Consolidated Statements of Operations. |
Treasury Shares | Treasury Shares Treasury share purchases, whether through share withholdings for taxes or repurchase programs and transactions, are recorded at cost. Issuances from treasury shares are recorded using the First In, First Out (“FIFO”) method. |
Revenue Recognition | Revenue Recognition We derive revenue through subscriptions to our product offerings, re-occurring contracts in our IP segment, and transactional sales that are typically quoted on a product, data set, or project basis. • Subscription-based revenues are recurring revenues that we typically earn under annual contracts, pursuant to which we license the right to use our products to our customers or provide maintenance services over a contractual term. We invoice and collect the subscription fee at the beginning of the subscription period. For multi-year agreements, we generally invoice customers annually at the beginning of each annual coverage period. Cash received or receivable in advance of completing the performance obligations is included in deferred revenue. We recognize subscription revenue ratably over the contract term as the access or service is provided. • Re-occurring revenues are derived solely from the patent and trademark maintenance services provided by our IP segment. Patents and trademarks are renewed regularly, and our services help customers maintain and protect those patents and trademarks in multiple jurisdictions around the world. Because of the re-occurring nature of the patent and trademark lifecycle, our customer base engages us to manage the renewal process on their behalf. These contracts typically include evergreen clauses or are multi-year agreements. We invoice and record revenue upon delivery of the service or report. • Transactional and other revenues are earned for specific deliverables that are typically quoted on a product, data set, or project basis. Transactional and other revenues include content sales (including single-document and aggregated collection sales), consulting engagements, and other professional services such as software implementation services. We typically invoice and record revenue for this revenue stream upon delivery of the product, data set, or project, although for longer software implementation projects, we will periodically bill and recognize revenue in connection with the completion of related performance obligations. For transactions that involve a third party, we evaluate whether we are acting as the principal or the agent in the transaction by considering factors such as control of the specified goods or services before they are transferred to the customer, fulfillment responsibility, collection risk, and discretion in establishing price. If we determine that we control the good or service before it is transferred to the customer, we recognize revenue on a gross basis. Conversely, if we determine that we do not control the good or service before it is transferred to the customer, we recognize revenue on a net basis. |
Significant Judgments | When multiple performance obligations exist in a single contract, the transaction price is allocated to each performance obligation in proportion to the standalone selling price of each performance obligation. The standalone selling price is typically determined by reference to our standard price lists and is a reflection of our normal pricing practices when sold separately with consideration of market conditions and other factors, including customer demographics and geographic location. Discounts applied to the contract are allocated based on the same proportion of standalone selling prices. |
Cost to Obtain a Contract | We pay commissions to sales managers and support teams for earning new customers and renewing contracts with existing customers. We treat these commission costs as costs to obtain a contract and are therefore considered contract assets. We capitalize certain of these commission costs within Prepaid expenses and Other non-current assets on the Consolidated Balance Sheets. The costs are amortized to Selling, general and administrative costs within the Consolidated Statements of Operations. The amortization period is between one |
Share-Based Compensation | Share-based Compensation We recognize compensation expense for share-based awards based on grant date fair value. The fair value of RSUs is based on the fair value of our common shares on the date of grant, and we use a Monte Carlo simulation to determine the fair value of our PSUs at grant date. We use the graded vesting method to amortize the value of share-based awards to expense. We recognize forfeitures as they occur. |
Defined Contribution Plans | Defined Contribution Plans Employees participate in various defined contribution savings plans that provide for Company-matching contributions. Costs for future employee benefits are accrued over the periods in which employees earn the benefits. Total expense related to defined contribution plans was $34.9, $30.5, and $18.1 for the years ended December 31, 2023, 2022, and 2021, respectively, which approximates the cash outlays related to the plans. |
Restructuring | Restructuring Restructuring expense includes costs associated with involuntary termination benefits provided to employees, certain contract termination costs, and other costs associated with an exit or disposal activity. Involuntary termination benefits are recognized within restructuring charges at the time that the program was approved and all necessary communications were made. The liabilities are recorded within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The corresponding expenses are recorded within Restructuring and other impairments in the Consolidated Statements of Operations. For further details, see Note 13 - Restructuring and Other Impairments |
Legal Costs | Legal Costs Legal costs expected to be incurred in connection with a loss contingency are expensed and accrued at the outset of the legal matter giving rise to the estimated legal costs. |
Foreign Currency Translation | Foreign Currency Translation The operations of each of our entities are measured using the currency of the primary economic environment in which the subsidiary operates (“functional currency”). Assets and liabilities of foreign subsidiaries whose functional currency is the local currency are translated into U.S. dollars using period-end exchange rates. Revenues and expenses are translated at the average exchange rate in effect during each fiscal month during the year. The effects of foreign currency translation adjustments are included as a component of Accumulated other comprehensive income (loss) in the accompanying Consolidated Balance Sheets. |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) is calculated by dividing net income (loss) attributable to ordinary shares by the weighted average number of ordinary shares outstanding for the applicable period. Diluted EPS is computed by dividing net income (loss) attributable to ordinary shares, adjusted for the change in fair value of the private placement warrants, by the weighted average number of ordinary shares and dilutive potential ordinary shares outstanding for the applicable period. Diluted EPS reflects the potential dilution that could occur if securities were exercised or converted into ordinary shares, as calculated using the treasury stock method. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Improvements to Reportable Segment Disclosures , which requires disclosure of incremental segment information on an annual and interim basis. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. Early adoption is permitted. We are currently assessing the impact of this update on our consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which is designed to provide greater income tax disclosure transparency by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The amendments in this update are effective for fiscal years beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. We are currently assessing the impact of this update on our consolidated financial statements and related disclosures. |
Nature of Operations and Summ_3
Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Property and Equipment, Net | Property and equipment is recorded at cost, and depreciation is recorded using the straight‑line method over the estimated useful lives of the assets, as follows: Computer hardware 3 years Furniture, fixtures, and equipment 5 - 7 years Leasehold improvements Lesser of lease term or estimated useful life Property and equipment, net consisted of the following: December 31, 2023 2022 Computer hardware $ 54.5 $ 45.1 Leasehold improvements 15.9 16.1 Furniture, fixtures, and equipment 44.5 39.0 Finance lease 8.0 8.0 Other 2.3 2.1 Property and equipment, gross $ 125.2 $ 110.3 Accumulated depreciation (73.6) (55.8) Property and equipment, net $ 51.6 $ 54.5 |
Schedule of Finite-Lived Intangible Assets | Definite-lived intangible assets are generally amortized on a straight-line basis over the following estimated useful lives: Customer relationships 2 - 23 years Technology and content 2 - 20 years Computer software 5 years Trade names and other 2 - 18 years |
Schedule of Other Operating (Income) Expense, Net | Other operating expense (income), net consists of the following: Year Ended December 31, 2023 2022 2021 Gain on sale from divestitures Note 2 $ — $ (278.5) $ — Gain on legal settlement Note 17 (49.4) — — Net foreign exchange loss (gain) 38.9 (45.4) 19.6 Miscellaneous, net (0.3) (0.9) 7.9 Total $ (10.8) $ (324.8) $ 27.5 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price Allocation | The following table summarizes the final purchase price allocation based on the fair value of assets acquired and liabilities assumed as of the close date of December 1, 2021: Final Accounts receivable $ 114.7 Prepaid expenses 23.2 Other current assets 23.7 Property and equipment, net 65.2 Other intangible assets (1) 3,533.7 Other non-current assets 18.0 Deferred income taxes 3.5 Operating lease right-of-use assets 28.4 Total assets $ 3,810.4 Accounts payable 17.1 Accrued expenses and other current liabilities 133.2 Current portion of long-term debt 1.1 Current portion of deferred revenue 335.2 Current portion of operating lease liabilities 8.0 Long-term debt 33.4 Deferred income taxes 58.9 Non-current portion of deferred revenue 6.8 Other non-current liabilities 91.3 Operating lease liabilities 23.1 Total liabilities 708.1 Fair value of acquired identifiable assets and liabilities $ 3,102.3 Purchase price, net of cash acquired $ 5,002.3 Less: Fair value of acquired identifiable assets and liabilities 3,102.3 Goodwill $ 1,900.0 (1) $3,528.0 relates to the valued intangible assets as per the purchase price allocation with the remaining amount attributable to acquired assets under construction. |
Schedule of Intangible Assets Acquired | The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of ProQuest’s identifiable intangible assets acquired and their remaining amortization period (in years) as of the close date: Fair Value Remaining Customer relationships $ 2,773.0 17-23 Technology and content 709.3 5-17 Trade names 45.7 2-10 Total identifiable intangible assets $ 3,528.0 |
Schedule of Pro Forma Information | Unaudited pro forma information for the year ended December 31, 2021 as if the acquisition had occurred January 1, 2020, is as follows: Pro forma revenues, net $ 2,703.0 Pro forma net loss attributable to shareholders $ (175.4) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregated revenues | The following tables present our revenues by transaction type, based on revenue recognition pattern, and by geography, based on the location of the customer: Year Ended December 31, Revenues by transaction type 2023 2022 2021 Subscription revenues $ 1,618.1 $ 1,618.8 $ 1,030.4 Re-occurring revenues 444.6 441.9 453.2 Transactional and other revenues 566.1 599.1 393.3 Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9 Year Ended December 31, Revenues by geography 2023 2022 2021 Americas $ 1,405.5 $ 1,462.3 $ 924.7 Europe/Middle East/Africa 707.5 698.3 555.8 APAC 515.8 499.2 396.4 Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9 The following table summarizes revenues by reportable segment for the periods indicated: Year Ended December 31, 2023 2022 2021 Academia & Government $ 1,323.3 $ 1,280.1 $ 489.4 Intellectual Property 862.7 927.1 974.3 Life Sciences & Healthcare 442.8 452.6 413.2 Total Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9 |
Schedule of contract balances | Accounts receivable, net Current Non-current December 31, 2022 $ 872.1 $ 947.5 $ 38.5 December 31, 2023 908.3 983.1 38.7 Increase (decrease) $ 36.2 $ 35.6 $ 0.2 December 31, 2021 $ 906.4 $ 1,030.4 $ 54.2 December 31, 2022 872.1 947.5 38.5 Increase (decrease) $ (34.3) $ (82.9) $ (15.7) |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | Our Accounts receivable, net balance consisted of the following as of December 31, 2023 and 2022: December 31, 2023 2022 Accounts receivable $ 934.9 $ 899.2 Less: Accounts receivable allowance (26.6) (27.1) Accounts receivable, net $ 908.3 $ 872.1 |
Accounts Receivable, Allowance for Credit Loss Roll Forward | The change in our accounts receivable allowance related to the following activity during each of the years presented: Year Ended December 31, 2023 2022 2021 Balance at beginning of year $ 27.1 $ 24.9 $ 23.9 Additional provisions 7.0 10.9 9.2 Write-offs (9.3) (7.8) (8.0) Exchange differences 1.8 (0.9) (0.2) Balance at end of year $ 26.6 $ 27.1 $ 24.9 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment is recorded at cost, and depreciation is recorded using the straight‑line method over the estimated useful lives of the assets, as follows: Computer hardware 3 years Furniture, fixtures, and equipment 5 - 7 years Leasehold improvements Lesser of lease term or estimated useful life Property and equipment, net consisted of the following: December 31, 2023 2022 Computer hardware $ 54.5 $ 45.1 Leasehold improvements 15.9 16.1 Furniture, fixtures, and equipment 44.5 39.0 Finance lease 8.0 8.0 Other 2.3 2.1 Property and equipment, gross $ 125.2 $ 110.3 Accumulated depreciation (73.6) (55.8) Property and equipment, net $ 51.6 $ 54.5 |
Other Intangible Assets, net _2
Other Intangible Assets, net and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Identifiable Intangible Assets | The following tables summarize the gross carrying amounts and accumulated amortization of our identifiable intangible assets by major class: December 31, 2023 December 31, 2022 Gross Accumulated Amortization Net Gross Accumulated Amortization Net Definite-lived intangible assets: Customer relationships $ 7,819.9 $ (1,177.2) $ 6,642.7 $ 7,809.0 $ (821.5) $ 6,987.5 Technology and content 2,798.3 (1,009.1) 1,789.2 2,681.0 (780.5) 1,900.5 Computer software 897.9 (516.4) 381.5 765.1 (422.2) 342.9 Trade names and other 88.9 (52.6) 36.3 88.8 (38.9) 49.9 Definite-lived intangible assets $ 11,605.0 $ (2,755.3) $ 8,849.7 $ 11,343.9 $ (2,063.1) $ 9,280.8 Indefinite-lived intangible assets: Trade names 156.9 — 156.9 156.9 — 156.9 Total intangible assets $ 11,761.9 $ (2,755.3) $ 9,006.6 $ 11,500.8 $ (2,063.1) $ 9,437.7 |
Schedule of Weighted-Average Estimated Useful Life for Definite-Lived Intangible Assets | As of December 31, 2023, the remaining weighted-average estimated useful life (in years) of our definite-lived intangible assets by major class and in total was as follows: Customer relationships 19 Technology and content 10 Computer software 6 Trade names and other 8 Total 17 |
Schedule of Estimated Amortization for Five Succeeding Years | As of December 31, 2023, estimated future amortization expense related to definite-lived intangible assets is as follows: 2024 $ 678.1 2025 650.8 2026 613.5 2027 582.1 2028 552.0 Thereafter 5,755.5 Amortizing intangible assets $ 8,832.0 Internally developed software projects in process 17.7 Definite-lived intangible assets $ 8,849.7 |
Schedule of Change in the Carrying Amount of Goodwill | The change in the carrying amount of Goodwill by segment was as follows: A&G IP LS&H Total Consolidated Balance as of December 31, 2021 $ 2,862.6 $ 3,865.0 $ 1,177.3 $ 7,904.9 Acquisition measurement period adjustments 2.9 — 2.1 5.0 Divestiture (1) — (42.8) — (42.8) Goodwill impairment (2) (1,745.8) (2,662.1) — (4,407.9) Impact of foreign currency fluctuations (3) (9.9) (569.8) (3.0) (582.7) Balance as of December 31, 2022 $ 1,109.8 $ 590.3 $ 1,176.4 $ 2,876.5 Acquisition — — 3.0 3.0 Goodwill impairment (4) — (582.2) (265.5) (847.7) Impact of foreign currency fluctuations — (8.1) — (8.1) Balance as of December 31, 2023 $ 1,109.8 $ — $ 913.9 $ 2,023.7 (1) Relates to the divestiture of the MarkMonitor business in 2022. For further details, see Note 2 - Acquisitions and Divestitures. (2) The total goodwill impairment charge reflected in the Consolidated Statements of Operations during the year ended December 31, 2022 was $4,449. The difference represents the CTA impact from amounts recorded in our subsidiaries with functional currencies other than USD. (3) The impact of foreign currency fluctuations was primarily driven by changes in the GBP/USD translation rate as of December 31, 2022 compared to December 31, 2021. (4) In connection with the assets and liabilities held-for-sale as of December 31, 2023, a $3.0 impairment was recorded related to its allocated portion of the IP segment reporting unit’s goodwill balance. For further details, see Note 2 - Acquisitions and Divestitures. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease, Cost | The following table presents the components of our lease cost, supplemental cash flow disclosures, and other information related to our lease arrangements: Year Ended December 31, 2023 2022 2021 Lease Cost: Operating lease cost $ 22.4 $ 27.9 $ 28.8 Variable lease cost 5.3 2.5 1.4 Short-term lease cost 0.7 0.4 0.8 Finance lease cost Amortization of right-of-use assets 0.5 10.8 1.3 Interest on lease liabilities 2.1 1.2 0.1 Total lease cost $ 31.0 $ 42.8 $ 32.4 Supplemental Cash Flow Disclosures: Cash paid for amounts included in measurement of lease liabilities Operating cash flows for operating leases $ 31.9 $ 34.7 $ 30.8 Operating cash flows for finance leases 2.1 1.2 0.1 Financing cash flows for finance leases 1.0 1.9 0.2 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 16.2 $ 2.6 $ 13.4 Finance leases — 2.4 29.9 Other Information: Weighted-average remaining lease term Operating leases 5 5 4 Finance leases 13 14 2 Weighted-average discount rate Operating leases 5.2 % 4.3 % 4.4 % Finance leases 6.9 % 6.9 % 3.8 % |
Operating Lease Maturity | The following table presents an analysis of our lease liability maturities as of December 31, 2023: Year Ending December 31, Operating Leases Finance Leases 2024 $ 28.9 $ 3.2 2025 21.2 3.3 2026 15.6 3.4 2027 11.0 3.4 2028 7.7 3.5 Thereafter 16.4 29.7 Total undiscounted cash flows $ 100.8 $ 46.5 Present value: Current lease liabilities 24.4 1.2 Non-current lease liabilities 63.2 29.1 Total lease liabilities $ 87.6 $ 30.3 Interest on lease liabilities $ 13.2 $ 16.2 |
Finance Lease Maturity | The following table presents an analysis of our lease liability maturities as of December 31, 2023: Year Ending December 31, Operating Leases Finance Leases 2024 $ 28.9 $ 3.2 2025 21.2 3.3 2026 15.6 3.4 2027 11.0 3.4 2028 7.7 3.5 Thereafter 16.4 29.7 Total undiscounted cash flows $ 100.8 $ 46.5 Present value: Current lease liabilities 24.4 1.2 Non-current lease liabilities 63.2 29.1 Total lease liabilities $ 87.6 $ 30.3 Interest on lease liabilities $ 13.2 $ 16.2 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | The following table provides information on the location and fair value amounts of our derivative instruments as of December 31, 2023 and December 31, 2022: December 31, Balance Sheet Classification 2023 2022 Asset Derivatives Derivatives designated as accounting hedges: Interest rate swaps Other current assets $ 4.1 $ 2.3 Interest rate swaps Other non-current assets 17.7 47.2 Derivatives not designated as accounting hedges: Foreign currency forwards Other current assets 1.3 0.8 Total Asset Derivatives $ 23.1 $ 50.3 Liability Derivatives Derivatives designated as accounting hedges: Cross-currency swaps Other non-current liabilities $ 2.0 $ — Derivatives not designated as accounting hedges: Foreign currency forwards Accrued expenses and other current liabilities 0.1 0.4 Total Liability Derivatives $ 2.1 $ 0.4 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table summarizes our total indebtedness: December 31, 2023 December 31, 2022 Type Maturity Effective Carrying Effective Carrying Senior Notes 2029 4.875 % $ 921.4 4.875 % $ 921.4 Senior Secured Notes 2028 3.875 % 921.2 3.875 % 921.2 Revolving Credit Facility 2027 8.206 % — 7.234 % — Term Loan Facility 2026 8.470 % 2,197.4 7.384 % 2,497.4 Senior Secured Notes 2026 4.500 % 700.0 4.500 % 700.0 Finance lease (1) 2036 6.936 % 30.3 6.936 % 31.3 Total debt outstanding 4,770.3 5,071.3 Debt discounts and issuance costs (48.0) (65.3) Current portion of long-term debt (1.2) (1.0) Long-term debt $ 4,721.1 $ 5,005.0 (1) See Note 18 - Related Party Transactions for additional information. |
Debt Instrument Redemption | Redemption Price Period Senior Notes (2029) Senior Secured Notes (2028) 2024 102.438 % 101.938 % 2025 101.219 % 100.969 % 2026 and thereafter 100.000 % 100.000 % |
Schedule of Maturities of Outstanding Borrowings | Amounts due under our outstanding borrowings as of December 31, 2023 are as follows: 2024 $ 1.2 2025 1.3 2026 2,898.9 2027 1.7 2028 923.1 Thereafter 944.1 Total maturities 4,770.3 Less: capitalized debt issuance costs and original issue discount (48.0) Total, including the current portion of long-term debt $ 4,722.3 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) (“AOCI” or “AOCL”) The tables below provide information about the changes in Accumulated Other Comprehensive Income (Loss) by component and the related amounts reclassified to net earnings during the periods indicated (net of tax): Interest rate swaps Defined benefit pension plans Foreign currency translation adjustment Accumulated Other Comprehensive Income (Loss) Balance as of December 31, 2020 $ (3.7) $ (0.8) $ 496.9 $ 492.4 Other comprehensive income (loss) before reclassifications 1.9 (0.6) (169.9) (168.6) Reclassifications from AOCI to net earnings 2.9 — — 2.9 Net other comprehensive income (loss) 4.8 (0.6) (169.9) (165.7) Balance as of December 31, 2021 $ 1.1 $ (1.4) $ 327.0 $ 326.7 Other comprehensive income (loss) before reclassifications 41.1 2.9 (1,032.5) (988.5) Reclassifications from AOCI to net earnings (4.1) — — (4.1) Net other comprehensive income (loss) 37.0 2.9 (1,032.5) (992.6) Balance as of December 31, 2022 $ 38.1 $ 1.5 $ (705.5) $ (665.9) Other comprehensive income (loss) before reclassifications 14.9 (1.1) 194.2 208.0 Reclassifications from AOCL to net earnings (36.8) — (0.6) (37.4) Net other comprehensive income (loss) (21.9) (1.1) 193.6 170.6 Balance as of December 31, 2023 $ 16.2 $ 0.4 $ (511.9) $ (495.3) |
Private Placement Warrants (Tab
Private Placement Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Summary of the changes in private placement warrants liability | The following table summarizes the changes in the private placement warrants liability for the year ended December 31, 2023 and 2022: 2023 2022 Balance as of January 1 $ 21.0 $ 227.8 Fair value adjustment of warrants (15.9) (206.8) Exercise of Private Placement Warrants — — Balance as of December 31 $ 5.1 $ 21.0 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Total share-based compensation expense for the years ended December 31, 2023, 2022, and 2021, comprised the following: Year Ended December 31, 2023 2022 2021 Cost of revenues $ 39.9 $ 36.3 $ 45.2 Selling, general and administrative costs 69.0 65.9 93.9 Total share-based compensation expense $ 108.9 $ 102.2 $ 139.1 Total income tax provision (benefit) recognized for stock-based compensation arrangements were as follows: Year Ended December 31, 2023 2022 2021 Provision (benefit) for income taxes $ (8.7) $ (8.3) $ (8.5) |
Share-based Payment Arrangement, Stock Option Activity | A summary of stock option activity for the year ended December 31, 2023, is presented below: Number of Weighted Weighted-Average Aggregate Intrinsic Value (1) Outstanding at December 31, 2022 3.7 $ 13.12 3.96 $ 1.2 Exercised (0.2) 7.08 — 0.5 Forfeited (0.4) 14.91 — — Outstanding at December 31, 2023 3.1 $ 13.41 3.07 $ 1.4 Vested and exercisable at December 31, 2023 3.1 $ 13.41 3.07 $ 1.4 (1) Represents the difference between the closing price of our ordinary shares on December 31, 2023 and the exercise price, multiplied by the number of in-the-money stock options as of that date. |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | A summary of RSU and PSU activity for the year ended December 31, 2023, is presented below: Year Ended December 31, 2023 RSUs RSUs Weighted PSUs PSUs Weighted Outstanding at December 31, 2022 13.5 $ 13.40 2.1 $ 17.67 Granted 6.3 10.34 1.6 13.55 Exercised/Vested (7.5) 13.18 (0.1) 13.21 Forfeited/Unexercised (1.5) 12.48 (0.8) 20.87 Outstanding at December 31, 2023 10.8 $ 11.89 2.8 $ 12.95 Total remaining unamortized compensation costs $ 47.6 $ 13.5 Weighted average remaining service period 0.92 years 1.69 years |
Schedule of Nonvested Performance-based Units Activity | A summary of RSU and PSU activity for the year ended December 31, 2023, is presented below: Year Ended December 31, 2023 RSUs RSUs Weighted PSUs PSUs Weighted Outstanding at December 31, 2022 13.5 $ 13.40 2.1 $ 17.67 Granted 6.3 10.34 1.6 13.55 Exercised/Vested (7.5) 13.18 (0.1) 13.21 Forfeited/Unexercised (1.5) 12.48 (0.8) 20.87 Outstanding at December 31, 2023 10.8 $ 11.89 2.8 $ 12.95 Total remaining unamortized compensation costs $ 47.6 $ 13.5 Weighted average remaining service period 0.92 years 1.69 years |
Restructuring and Other Impai_2
Restructuring and Other Impairments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The following table summarizes the pre-tax charges by activity and program during the periods indicated: Year Ended December 31, 2023 2022 2021 Severance and Related Benefit Costs: Segment Optimization Program 13.4 — — One Clarivate Program — 16.7 17.3 ProQuest Acquisition Integration Program 16.7 22.9 1.9 Other Restructuring Programs — (0.4) 38.1 Total Severance and Related Benefit Costs $ 30.1 $ 39.2 $ 57.3 Exit and Disposal Costs: Segment Optimization Program — — — One Clarivate Program — — 2.7 ProQuest Acquisition Integration Program 0.2 2.2 — Other Restructuring Programs — 1.0 8.4 Total Exit and Disposal Costs $ 0.2 $ 3.2 $ 11.1 Lease Abandonment Costs: Segment Optimization Program 3.7 — — One Clarivate Program — — — ProQuest Acquisition Integration Program — 24.3 — Other Restructuring Programs (0.1) — 61.1 Total Lease Abandonment Costs $ 3.6 $ 24.3 $ 61.1 Restructuring Costs $ 33.9 $ 66.7 $ 129.5 The following table summarizes the pre-tax charges by program and segment during the periods indicated: Year Ended December 31, 2023 2022 2021 Academia & Government: One Clarivate Program — 9.3 7.0 ProQuest Acquisition Integration Program 9.1 26.5 0.7 Segment Optimization 4.8 — — Other Restructuring Programs (0.1) 0.4 24.9 Total Academia & Government $ 13.8 $ 36.2 $ 32.6 Intellectual Property: One Clarivate Program — 4.4 9.1 ProQuest Acquisition Integration Program 4.6 15.3 0.8 Segment Optimization 4.6 — — Other Restructuring Programs — 0.2 58.8 Total Intellectual Property $ 9.2 $ 19.9 $ 68.7 Life Sciences & Healthcare: One Clarivate Program — 3.0 3.9 ProQuest Acquisition Integration Program 3.2 7.6 0.4 Segment Optimization 7.7 — — Other Restructuring Programs — — 23.9 Total Life Sciences & Healthcare $ 10.9 $ 10.6 $ 28.2 Restructuring Costs $ 33.9 $ 66.7 $ 129.5 The table below summarizes the activity related to the restructuring reserves across each of our cost-saving programs during the periods indicated: Severance and Related Benefit Costs Exit, Disposal, and Abandonment Costs Total Reserve Balance as of December 31, 2021 $ 28.3 $ 0.7 $ 29.0 Expenses recorded 39.2 27.5 66.7 Payments made (51.5) (3.5) (55.0) Noncash items (1) (4.5) (24.6) (29.1) Reserve Balance as of December 31, 2022 $ 11.5 $ 0.1 $ 11.6 Expenses recorded 30.1 3.8 33.9 Payments made (29.9) (2.5) (32.4) Noncash items (5.8) — (5.8) Reserve Balance as of December 31, 2023 $ 5.9 $ 1.4 $ 7.3 (1) For the year ended December 31, 2022, noncash items primarily represent non-cash adjustments related to operating and finance lease abandonments of $23.6 based on the estimate of future recoverable cash flows. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision (Benefit) for Income Taxes by Jurisdiction | Provision (benefit) for income taxes analyzed by jurisdiction was as follows: Year Ended December 31, 2023 2022 2021 Current U.K. $ (1.2) $ 9.7 $ 4.4 U.S. Federal 14.5 (1.1) 4.8 U.S. State 4.4 2.8 0.3 Other (40.8) 25.4 20.2 Total current (23.1) 36.8 29.7 Deferred U.K. (0.4) 2.2 (8.3) U.S. Federal (30.5) (56.0) 6.0 U.S. State (4.4) (3.8) (2.8) Other (42.9) (8.1) (12.3) Total deferred (78.2) (65.7) (17.4) Provision (benefit) for income taxes $ (101.3) $ (28.9) $ 12.3 |
Schedule of Components of Income (Loss) Before Income Tax | The components of Income (loss) before income tax are as follows: Year Ended December 31, 2023 2022 2021 U.K. income (loss) $ (180.1) $ 174.7 $ (13.1) U.S. income (loss) (477.9) (3,721.5) (284.9) Other income (loss) (354.5) (442.3) 39.8 Income (loss) before income tax $ (1,012.5) $ (3,989.1) $ (258.2) |
Schedule of Reconciliation of the Statutory Income Tax Rate to Effective Tax Rate | A reconciliation of the statutory U.K. income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2023 2022 2021 Income (loss) before income tax $ (1,012.5) $ (3,989.1) $ (258.2) Provision (benefit) for income taxes (101.3) (28.9) 12.3 Statutory rate 23.5 % 19.0 % 19.0 % Effect of different tax rates — % 1.5 % 3.2 % BEAT (0.7) % (0.2) % (3.8) % Tax rate modifications — % — % 17.4 % Valuation allowances (4.4) % (15.2) % (39.0) % Share-based compensation (1.3) % (0.2) % (2.7) % Other permanent differences (0.6) % — % 2.3 % Non-deductible transaction costs — % — % (0.8) % Withholding tax (0.5) % — % (0.4) % Uncertain tax positions 7.0 % 0.4 % (0.5) % Outside basis difference in foreign subsidiary 2.1 % (0.1) % (0.4) % Impairments (15.4) % (6.0) % — % Tax exempt gain — % 1.3 % — % Other 0.3 % 0.2 % 0.9 % Effective tax rate 10.0 % 0.7 % (4.8) % |
Schedule of Deferred Income Tax Assets and Liabilities | The tax effects of the significant components of temporary differences giving rise to our deferred income tax assets and liabilities are as follows: December 31, 2023 2022 Accounts receivable $ 3.6 $ 2.6 Accrued expenses 12.2 19.7 Deferred revenue 2.0 10.0 Partnerships outside basis difference 68.1 97.3 Other assets 44.4 32.6 Debt issuance costs 11.5 11.6 Lease liabilities 10.6 12.6 Goodwill 567.1 547.0 Operating losses and tax attributes 717.9 601.8 Total deferred tax assets 1,437.4 1,335.2 Valuation Allowances (1,256.6) (1,179.3) Net deferred tax assets $ 180.8 $ 155.9 Other identifiable intangible assets, net (338.9) (398.6) Other liabilities (16.1) (19.7) Right-of-use assets (6.8) (7.2) Fixed assets, net (21.9) (22.3) Total deferred tax liabilities $ (383.7) $ (447.8) Net deferred tax liabilities $ (202.9) $ (291.9) In the Consolidated Balance Sheets, deferred tax assets and liabilities are shown net if they are in the same jurisdiction. The components of the net deferred tax liabilities as reported on the Consolidated Balance Sheets are as follows: December 31, 2023 2022 Deferred tax asset $ 46.7 $ 24.2 Deferred tax liability (249.6) (316.1) Net deferred tax liability $ (202.9) $ (291.9) |
Summary of Valuation Allowance | The following table shows the change in the deferred tax valuation as follows: December 31, 2023 2022 2021 Beginning balance, January 1 $ 1,179.3 $ 546.8 $ 368.0 Change charged to expense/(income) 51.4 657.5 100.7 Change charged to CTA 25.9 (17.0) (4.7) Change charged to goodwill — (8.0) 82.8 Ending balance, December 31 $ 1,256.6 $ 1,179.3 $ 546.8 |
Summary of unrecognized tax benefits, excluding interest and penalties: | The following table summarizes our unrecognized tax benefits, excluding interest and penalties: December 31, 2023 2022 2021 Beginning balance, January 1 $ 83.8 $ 100.2 $ 13.7 Increases for tax positions taken in prior years 1.1 2.9 — Increases for tax positions taken in the current year 1.6 1.5 5.0 Increases for acquisitions (recorded against goodwill) — 1.4 70.8 Increases for return to provisions — — 11.0 Decreases for tax positions taken in prior years (54.1) (19.3) — Decreases related to settlements with taxing authorities (6.2) — — Decreases due to statute expirations (0.2) (2.9) (0.3) Ending balance, December 31 $ 26.0 $ 83.8 $ 100.2 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted EPS Computations for Ordinary Shares | The basic and diluted EPS computations for our ordinary shares are calculated as follows: Year Ended December 31, 2023 2022 2021 Basic EPS Net income (loss) available to ordinary shareholders $ (911.2) $ (3,960.2) $ (270.5) Dividends on preferred shares 75.4 75.4 41.5 Net income (loss) attributable to ordinary shares $ (986.6) $ (4,035.6) $ (312.0) Basic weighted-average number of ordinary shares outstanding 671.6 676.1 631.0 Basic EPS $ (1.47) $ (5.97) $ (0.49) Diluted EPS Net income (loss) attributable to ordinary shares $ (986.6) $ (4,035.6) $ (312.0) Change in fair value of private placement warrants — (197.6) (81.3) Net income (loss) attributable to ordinary shares, diluted $ (986.6) $ (4,233.2) $ (393.3) Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic 671.6 676.1 631.0 Weighted-average effect of potentially dilutive shares to purchase ordinary shares — 2.5 9.8 Diluted weighted-average number of ordinary shares outstanding 671.6 678.6 640.8 Diluted EPS $ (1.47) $ (6.24) $ (0.61) |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Reportable Segment | The following tables present our revenues by transaction type, based on revenue recognition pattern, and by geography, based on the location of the customer: Year Ended December 31, Revenues by transaction type 2023 2022 2021 Subscription revenues $ 1,618.1 $ 1,618.8 $ 1,030.4 Re-occurring revenues 444.6 441.9 453.2 Transactional and other revenues 566.1 599.1 393.3 Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9 Year Ended December 31, Revenues by geography 2023 2022 2021 Americas $ 1,405.5 $ 1,462.3 $ 924.7 Europe/Middle East/Africa 707.5 698.3 555.8 APAC 515.8 499.2 396.4 Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9 The following table summarizes revenues by reportable segment for the periods indicated: Year Ended December 31, 2023 2022 2021 Academia & Government $ 1,323.3 $ 1,280.1 $ 489.4 Intellectual Property 862.7 927.1 974.3 Life Sciences & Healthcare 442.8 452.6 413.2 Total Revenues, net $ 2,628.8 $ 2,659.8 $ 1,876.9 |
Schedule of Segment Reporting Information, by Segment | Adjusted EBITDA by segment The following table presents segment profitability and a reconciliation to Net income (loss) for the periods indicated: Year Ended December 31, 2023 2022 2021 Academia & Government $ 558.5 $ 485.5 $ 258.8 Intellectual Property 400.4 443.0 397.9 Life Sciences & Healthcare 158.3 184.2 143.7 Total Adjusted EBITDA $ 1,117.2 $ 1,112.7 $ 800.4 Provision (benefit) for income taxes 101.3 28.9 (12.3) Depreciation and amortization (708.3) (710.5) (537.8) Interest expense, net (293.7) (270.3) (252.5) Fair value adjustment of warrants 15.9 206.8 81.3 Transaction related costs (1) (8.2) (14.2) (46.2) Share-based compensation expense (108.9) (102.2) (139.6) Gain on sale from divestitures — 278.5 — Restructuring and other impairments (40.0) (66.7) (129.5) Goodwill and intangible asset impairments (979.9) (4,449.1) — Other (2) (6.6) 25.9 (34.3) Net income (loss) $ (911.2) $ (3,960.2) $ (270.5) Dividends on preferred shares (75.4) (75.4) (41.5) Net income (loss) attributable to ordinary shares $ (986.6) $ (4,035.6) $ (312.0) (1) Includes costs incurred to complete business combination transactions, including acquisitions, dispositions, and capital market activities and include advisory, legal, and other professional and consulting costs. 2021 also includes the mark-to-market adjustment gains on the contingent stock consideration associated with the CPA Global and DRG acquisitions. (2) Primarily reflects the net impact of foreign exchange gains and losses related to the remeasurement of balances and other items that do not reflect our ongoing operating performance. 2023 also includes a $49.4 gain on legal settlement (for further information, see Note 17 - Commitments and Contingencies). |
Schedule of Assets by Geography | The following table summarizes our assets by geography, which is based on operations and physical location: Year Ended December 31, 2023 2022 Americas $ 8,372.2 $ 6,306.1 EMEA 3,986.0 7,110.9 APAC 348.6 537.6 Total Assets $ 12,706.8 $ 13,954.6 |
Nature of Operations and Summ_4
Nature of Operations and Summary of Significant Accounting Policies - General and Cash and Cash Equivalents (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Accounting Policies [Abstract] | ||
Number of reportable segments | segment | 3 | |
Restricted cash | $ | $ 12.9 | $ 8 |
Nature of Operations and Summ_5
Nature of Operations and Summary of Significant Accounting Policies - Property and Equipment (Details) | Dec. 31, 2023 |
Computer hardware | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful lives | 3 years |
Furniture, fixtures, and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful lives | 5 years |
Furniture, fixtures, and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment estimated useful lives | 7 years |
Nature of Operations and Summ_6
Nature of Operations and Summary of Significant Accounting Policies - Internally Developed Software and Content (Details) | Dec. 31, 2023 |
Software Development | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful lives | 5 years |
Purchased software | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful lives | 3 years |
Content | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful lives | 2 years |
Content | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful lives | 5 years |
Nature of Operations and Summ_7
Nature of Operations and Summary of Significant Accounting Policies - Intangible Assets (Details) | Dec. 31, 2023 |
Customer relationships | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful lives | 2 years |
Customer relationships | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful lives | 23 years |
Technology and Content | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful lives | 2 years |
Technology and Content | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful lives | 20 years |
Software Development | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful lives | 5 years |
Trade names and Other | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful lives | 2 years |
Trade names and Other | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible assets estimated useful lives | 18 years |
Nature of Operations and Summ_8
Nature of Operations and Summary of Significant Accounting Policies - Revenue Recognition (Details) - Technology and content | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Commission fees amortization period | 1 year |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Commission fees amortization period | 7 years |
Nature of Operations and Summ_9
Nature of Operations and Summary of Significant Accounting Policies - Defined Contribution Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Defined contribution plan expense | $ 34.9 | $ 30.5 | $ 18.1 |
Nature of Operations and Sum_10
Nature of Operations and Summary of Significant Accounting Policies - Other Operating (Income) Expense, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Gain on sale from divestitures | $ 0 | $ (278.5) | $ 0 |
Gain on legal settlement | (49.4) | 0 | 0 |
Net foreign exchange loss (gain) | 38.9 | (45.4) | 19.6 |
Miscellaneous expense, net | (0.3) | (0.9) | 7.9 |
Other operating expense (income), net | $ (10.8) | $ (324.8) | $ 27.5 |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Oct. 31, 2022 | Dec. 01, 2021 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Finite-lived intangible asets | $ 8,849.7 | $ 9,280.8 | ||||
Goodwill impairment | (847.7) | (4,449) | ||||
Proceeds from divestitures, net of cash divested | 10.5 | 285 | $ 4.3 | |||
Gain on sale from divestitures | $ 0 | (278.5) | 0 | |||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Goodwill and intangible asset impairments | |||||
IP Segment | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill impairment | $ (582.2) | (2,662.1) | ||||
Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible asets | 6,642.7 | 6,987.5 | ||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Small Product Group within IP Segment | ||||||
Business Acquisition [Line Items] | ||||||
Consideration for divestiture | $ 34 | |||||
Divestiture consideration period payable | 10 years | |||||
Intangible assets held for sale | $ 26.1 | 26.7 | ||||
Impairment of definite-lived intangible assets | 132.2 | |||||
Deferred tax liabilities held for sale | 6.7 | |||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Small Product Group within IP Segment | IP Segment | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill impairment | $ (3) | |||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Small Product Group within IP Segment | Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Finite-lived intangible asets | $ 158 | |||||
Discontinued Operations, Disposed of by Sale | MarkMonitor | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets held for sale | 10.6 | |||||
Proceeds from divestitures, net of cash divested | $ 285 | |||||
Deferred closing consideration for divestiture | 10.6 | |||||
Other consideration for divestiture | $ 0.5 | |||||
Gain on sale from divestitures | (278.5) | |||||
Goodwill associated with the divestiture | 42.8 | |||||
ProQuest | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of ownership acquired | 100% | |||||
Purchase price, net of cash acquired | $ 5,002.3 | |||||
Cash acquired | 52.5 | |||||
Clarivate stock to be issued | $ 1,094.9 | |||||
Newly issued ordinary shares (in shares) | 46.9 | |||||
Cash consideration for acquisition | $ 3,959.9 | |||||
Liabilities incurred | $ 917.5 | |||||
Transaction costs | $ 16.2 | 63 | ||||
Pro forma net loss attributable to shareholders | (175.4) | |||||
ProQuest | Acquisition-related transaction costs | ||||||
Business Acquisition [Line Items] | ||||||
Pro forma net loss attributable to shareholders | 63 | |||||
ProQuest | Undrawn bridge commitment fees | ||||||
Business Acquisition [Line Items] | ||||||
Pro forma net loss attributable to shareholders | $ 55 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Purchase Price Allocation (Details) - USD ($) $ in Millions | Dec. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,023.7 | $ 2,876.5 | $ 7,904.9 | |
ProQuest | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 114.7 | |||
Prepaid expenses | 23.2 | |||
Other current assets | 23.7 | |||
Property and equipment, net | 65.2 | |||
Other intangible assets | 3,533.7 | |||
Other non-current assets | 18 | |||
Deferred income taxes | 3.5 | |||
Operating lease right-of-use assets | 28.4 | |||
Total assets | 3,810.4 | |||
Accounts payable | 17.1 | |||
Accrued expenses and other current liabilities | 133.2 | |||
Current portion of long-term debt | 1.1 | |||
Current portion of deferred revenue | 335.2 | |||
Current portion of operating lease liabilities | 8 | |||
Long-term debt | 33.4 | |||
Deferred income taxes | 58.9 | |||
Non-current portion of deferred revenue | 6.8 | |||
Other non-current liabilities | 91.3 | |||
Operating lease liabilities | 23.1 | |||
Total liabilities | 708.1 | |||
Fair value of acquired identifiable assets and liabilities | 3,102.3 | |||
Purchase price, net of cash acquired | 5,002.3 | |||
Goodwill | 1,900 | |||
Valued intangible assets | $ 3,528 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Intangible Assets Acquired (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 01, 2021 | Dec. 31, 2023 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Remaining Amortization Period | 17 years | |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Remaining Amortization Period | 19 years | |
ProQuest | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 3,528 | |
ProQuest | Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 2,773 | |
ProQuest | Customer relationships | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Remaining Amortization Period | 17 years | |
ProQuest | Customer relationships | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Remaining Amortization Period | 23 years | |
ProQuest | Technology and content | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 709.3 | |
ProQuest | Technology and content | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Remaining Amortization Period | 5 years | |
ProQuest | Technology and content | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Remaining Amortization Period | 17 years | |
ProQuest | Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 45.7 | |
ProQuest | Trade names | Minimum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Remaining Amortization Period | 2 years | |
ProQuest | Trade names | Maximum | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Remaining Amortization Period | 10 years |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Pro Forma Information (Details) - ProQuest $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Pro forma revenues, net | $ 2,703 |
Pro forma net loss attributable to shareholders | $ (175.4) |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenues and Cost to Obtain a Contract (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of revenues | |||
Total revenues, net | $ 2,628.8 | $ 2,659.8 | $ 1,876.9 |
Americas | |||
Disaggregation of revenues | |||
Total revenues, net | 1,405.5 | 1,462.3 | 924.7 |
Europe/Middle East/Africa | |||
Disaggregation of revenues | |||
Total revenues, net | 707.5 | 698.3 | 555.8 |
APAC | |||
Disaggregation of revenues | |||
Total revenues, net | $ 515.8 | $ 499.2 | $ 396.4 |
U.S. | Revenue | Customer Concentration Risk | |||
Disaggregation of revenues | |||
Revenue from contract with customer | 49% | 50% | 46% |
Prepaid expenses | |||
Disaggregation of revenues | |||
Prepaid sales commissions | $ 19.7 | $ 27.7 | |
Noncurrent assets | |||
Disaggregation of revenues | |||
Prepaid sales commissions | 23.8 | 15.5 | |
Subscription revenues | |||
Disaggregation of revenues | |||
Total revenues, gross | 1,618.1 | 1,618.8 | $ 1,030.4 |
Re-occurring Revenues | |||
Disaggregation of revenues | |||
Total revenues, gross | 444.6 | 441.9 | 453.2 |
Transactional and other revenues | |||
Disaggregation of revenues | |||
Total revenues, gross | $ 566.1 | $ 599.1 | $ 393.3 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts receivable, net | ||
Accounts Receivables - Opening | $ 872.1 | $ 906.4 |
Accounts Receivables - Closing | 908.3 | 872.1 |
Increase (decrease) | 36.2 | (34.3) |
Current deferred revenues | ||
Current portion of deferred revenues - Opening | 947.5 | 1,030.4 |
Current portion of deferred revenues - Closing | 983.1 | 947.5 |
Increase (decrease) | 35.6 | (82.9) |
Non-current deferred revenues | ||
Non-current portion of deferred revenues - Opening | 38.5 | 54.2 |
Non-current portion of deferred revenues - Closing | 38.7 | 38.5 |
Increase (decrease) | 0.2 | $ (15.7) |
Revenue recognized that was deferred at the beginning of the period | $ 818.3 |
Accounts Receivable - Component
Accounts Receivable - Components of Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||||
Accounts receivable | $ 934.9 | $ 899.2 | ||
Less: Accounts receivable allowance | (26.6) | (27.1) | $ (24.9) | $ (23.9) |
Accounts receivable, net | $ 908.3 | $ 872.1 | $ 906.4 |
Accounts Receivable - Allowance
Accounts Receivable - Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at beginning of year | $ 27.1 | $ 24.9 | $ 23.9 |
Additional provisions | 7 | 10.9 | 9.2 |
Write-offs | (9.3) | (7.8) | (8) |
Exchange differences | 1.8 | (0.9) | (0.2) |
Balance at end of year | $ 26.6 | $ 27.1 | $ 24.9 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Finance lease | $ 8 | $ 8 | |
Total property and equipment, gross | 125.2 | 110.3 | |
Accumulated depreciation | (73.6) | (55.8) | |
Property and equipment, net | 51.6 | 54.5 | |
Depreciation | 23.2 | 35.2 | $ 14 |
Computer hardware | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross, excluding finance lease | 54.5 | 45.1 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross, excluding finance lease | 15.9 | 16.1 | |
Furniture, fixtures and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross, excluding finance lease | 44.5 | 39 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, gross, excluding finance lease | $ 2.3 | $ 2.1 |
Other Intangible Assets, net _3
Other Intangible Assets, net and Goodwill - Intangible Assets by Major Class (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill And Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross | $ 11,605 | $ 11,343.9 |
Definite-lived intangible assets, Accumulated Amortization | (2,755.3) | (2,063.1) |
Definite-lived intangible assets, Net | 8,849.7 | 9,280.8 |
Total intangible assets, Gross | 11,761.9 | 11,500.8 |
Other intangible assets, net | 9,006.6 | 9,437.7 |
Trade names | ||
Goodwill And Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets: | 156.9 | 156.9 |
Customer relationships | ||
Goodwill And Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross | 7,819.9 | 7,809 |
Definite-lived intangible assets, Accumulated Amortization | (1,177.2) | (821.5) |
Definite-lived intangible assets, Net | 6,642.7 | 6,987.5 |
Technology and content | ||
Goodwill And Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross | 2,798.3 | 2,681 |
Definite-lived intangible assets, Accumulated Amortization | (1,009.1) | (780.5) |
Definite-lived intangible assets, Net | 1,789.2 | 1,900.5 |
Computer software | ||
Goodwill And Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross | 897.9 | 765.1 |
Definite-lived intangible assets, Accumulated Amortization | (516.4) | (422.2) |
Definite-lived intangible assets, Net | 381.5 | 342.9 |
Trade names and other | ||
Goodwill And Intangible Assets [Line Items] | ||
Definite-lived intangible assets, Gross | 88.9 | 88.8 |
Definite-lived intangible assets, Accumulated Amortization | (52.6) | (38.9) |
Definite-lived intangible assets, Net | $ 36.3 | $ 49.9 |
Other Intangible Assets, net _4
Other Intangible Assets, net and Goodwill - Other Intangible Assets, Net Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 685.1 | $ 675.3 | $ 523.8 |
Disposal Group, Held-for-sale, Not Discontinued Operations | Small Product Group within IP Segment | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of definite-lived intangible assets | $ 132.2 |
Other Intangible Assets, net _5
Other Intangible Assets, net and Goodwill - Remaining Weighted-Average Useful Life (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Remaining Amortization Period | 17 years |
Customer relationships | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Remaining Amortization Period | 19 years |
Technology and content | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Remaining Amortization Period | 10 years |
Computer software | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Remaining Amortization Period | 6 years |
Trade names and other | |
Schedule Of Goodwill and Intangible Assets Disclosure [Line Items] | |
Remaining Amortization Period | 8 years |
Other Intangible Assets, net _6
Other Intangible Assets, net and Goodwill - Estimated Amortization (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 678.1 | |
2025 | 650.8 | |
2026 | 613.5 | |
2027 | 582.1 | |
2028 | 552 | |
Thereafter | 5,755.5 | |
Amortizing intangible assets | 8,832 | |
Internally developed software projects in process | 17.7 | |
Definite-lived intangible assets, Net | $ 8,849.7 | $ 9,280.8 |
Other Intangible Assets, net _7
Other Intangible Assets, net and Goodwill - Change in the Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 2,876.5 | $ 7,904.9 | |
Acquisition | 3 | 5 | |
Divestiture | (42.8) | ||
Goodwill impairment | (847.7) | (4,449) | |
Goodwill impairment, excluding CTA impact | $ (4,407.9) | (4,407.9) | |
Impact of foreign currency fluctuations | (8.1) | (582.7) | |
Goodwill, ending balance | 2,023.7 | 2,876.5 | |
A&G Segment | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 1,109.8 | 2,862.6 | |
Acquisition | 0 | 2.9 | |
Divestiture | 0 | ||
Goodwill impairment | 0 | (1,745.8) | |
Goodwill impairment, excluding CTA impact | $ (1,745.8) | ||
Impact of foreign currency fluctuations | 0 | (9.9) | |
Goodwill, ending balance | 1,109.8 | 1,109.8 | |
IP Segment | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 590.3 | 3,865 | |
Acquisition | 0 | 0 | |
Divestiture | (42.8) | ||
Goodwill impairment | (582.2) | (2,662.1) | |
Impact of foreign currency fluctuations | (8.1) | (569.8) | |
Goodwill, ending balance | 0 | 590.3 | |
IP Segment | Disposal Group, Held-for-sale, Not Discontinued Operations | Small Product Group within IP Segment | |||
Goodwill [Roll Forward] | |||
Goodwill impairment | (3) | ||
LS&H Segment | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 1,176.4 | 1,177.3 | |
Acquisition | 3 | 2.1 | |
Divestiture | 0 | ||
Goodwill impairment | 0 | ||
Impact of foreign currency fluctuations | 0 | (3) | |
Goodwill, ending balance | $ 913.9 | $ 1,176.4 |
Other Intangible Assets, net _8
Other Intangible Assets, net and Goodwill - Goodwill Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||
Goodwill impairment | $ 847.7 | $ 4,449 | |
Goodwill impairment, excluding CTA impact | $ 4,407.9 | 4,407.9 | |
IP Segment | |||
Goodwill [Line Items] | |||
Goodwill impairment | 582.2 | 2,662.1 | |
LS&H Segment | |||
Goodwill [Line Items] | |||
Goodwill impairment | 0 | ||
A&G Segment | |||
Goodwill [Line Items] | |||
Goodwill impairment | 0 | $ 1,745.8 | |
Goodwill impairment, excluding CTA impact | 1,745.8 | ||
IP Reporting Unit and LS&H Reporting Unit | IP Segment and LS&H Segment | |||
Goodwill [Line Items] | |||
Goodwill impairment | 844.7 | ||
IP Reporting Unit | IP Segment | |||
Goodwill [Line Items] | |||
Goodwill impairment | 579.2 | ||
LS&H Reporting Unit | LS&H Segment | |||
Goodwill [Line Items] | |||
Goodwill impairment | $ 265.5 | ||
IP Management Reporting Unit | IP Segment | |||
Goodwill [Line Items] | |||
Goodwill impairment, excluding CTA impact | 2,569.1 | ||
Patent Reporting Unit | IP Segment | |||
Goodwill [Line Items] | |||
Goodwill impairment, excluding CTA impact | $ 93 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 contract | |
Leases [Abstract] | |
Number of finance lease contracts | 1 |
Leases - Lease Cost and Other I
Leases - Lease Cost and Other Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease Cost: | |||
Operating lease cost | $ 22.4 | $ 27.9 | $ 28.8 |
Variable lease cost | 5.3 | 2.5 | 1.4 |
Short-term lease cost | 0.7 | 0.4 | 0.8 |
Finance lease cost | |||
Amortization of right-of-use assets | 0.5 | 10.8 | 1.3 |
Interest on lease liabilities | 2.1 | 1.2 | 0.1 |
Total lease cost | 31 | 42.8 | 32.4 |
Cash paid for amounts included in measurement of lease liabilities | |||
Operating cash flows for operating leases | 31.9 | 34.7 | 30.8 |
Operating cash flows for finance leases | 2.1 | 1.2 | 0.1 |
Financing cash flows for finance leases | 1 | 1.9 | 0.2 |
Right-of-use assets obtained in exchange for lease obligations | |||
Operating leases | 16.2 | 2.6 | 13.4 |
Finance leases | $ 0 | $ 2.4 | $ 29.9 |
Weighted-average remaining lease term | |||
Operating leases | 5 years | 5 years | 4 years |
Finance leases | 13 years | 14 years | 2 years |
Weighted-average discount rate | |||
Operating leases | 5.20% | 4.30% | 4.40% |
Finance leases | 6.936% | 6.936% | 3.80% |
Leases - Future Lease Payments
Leases - Future Lease Payments (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 28.9 | |
2025 | 21.2 | |
2026 | 15.6 | |
2027 | 11 | |
2028 | 7.7 | |
Thereafter | 16.4 | |
Total undiscounted cash flows | 100.8 | |
Current lease liabilities | 24.4 | $ 25.7 |
Non-current lease liabilities | 63.2 | 72.9 |
Total lease liabilities | 87.6 | |
Interest on lease liabilities | 13.2 | |
Finance Leases | ||
2024 | 3.2 | |
2025 | 3.3 | |
2026 | 3.4 | |
2027 | 3.4 | |
2028 | 3.5 | |
Thereafter | 29.7 | |
Total undiscounted cash flows | 46.5 | |
Current lease liabilities | 1.2 | |
Non-current lease liabilities | 29.1 | |
Total lease liabilities | 30.3 | $ 31.3 |
Interest on lease liabilities | $ 16.2 |
Derivative Instruments - Narrat
Derivative Instruments - Narrative (Details) € in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 EUR (€) | |
Interest rate swap | |||||
Derivative [Line Items] | |||||
Notional value | $ 1,112.4 | $ 1,112.4 | |||
Pre-tax gain expected to be reclassified within 12 months | 17.2 | ||||
Cross currency swap | Net Investment Hedging | Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Notional value | € | € 100 | ||||
Foreign Exchange Contract | |||||
Derivative [Line Items] | |||||
Notional value | $ 140.5 | 140.5 | $ 165.1 | ||
Loss (gain) from the mark to market adjustment | $ (0.8) | $ 1.2 | $ 6.9 | ||
Foreign Exchange Contract | Maximum | |||||
Derivative [Line Items] | |||||
Term of contract | 180 days |
Derivative Instruments - Fair V
Derivative Instruments - Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 23.1 | $ 50.3 |
Liability Derivatives | 2.1 | 0.4 |
Interest rate swap | Other current assets | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 4.1 | 2.3 |
Interest rate swap | Noncurrent assets | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 17.7 | 47.2 |
Cross currency swap | Other non-current liabilities | Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 2 | 0 |
Foreign currency forward | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 1.3 | 0.8 |
Foreign currency forward | Other Current Liabilities | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 0.1 | $ 0.4 |
Debt - Summary of Indebtedness
Debt - Summary of Indebtedness (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Finance lease, effective interest rate | 6.936% | 6.936% | 3.80% |
Finance lease, carrying value | $ 30.3 | $ 31.3 | |
Total debt outstanding | 4,770.3 | 5,071.3 | |
Debt discounts and issuance costs | (48) | (65.3) | |
Current portion of long-term debt | (1.2) | (1) | |
Long-term debt | $ 4,721.1 | $ 5,005 | |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt | Long-term debt | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 4.875% | 4.875% | |
Carrying Value | $ 921.4 | $ 921.4 | |
Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 3.875% | 3.875% | |
Carrying Value | $ 921.2 | $ 921.2 | |
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 8.206% | 7.234% | |
Carrying Value | $ 0 | $ 0 | |
Term Loan Facility | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 8.47% | 7.384% | |
Carrying Value | $ 2,197.4 | $ 2,497.4 | |
Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Effective Interest Rate | 4.50% | 4.50% | |
Carrying Value | $ 700 | $ 700 |
Debt - Senior Notes (2029) and
Debt - Senior Notes (2029) and Senior Secured Notes (2028) - (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Senior Notes (2029) and Senior Secured Notes (2028) | |
Debt Instrument [Line Items] | |
Redemption due to change in control (as a percent) | 101% |
Senior Notes (2029) and Senior Secured Notes (2028) | Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Redemption price (as a percentage of principal) | 100% |
Redemption (as a percent) | 40% |
Required principal amount remaining after redemption (as a percent) | 50% |
Redemption period prior to closing of equity offering | 120 days |
Senior Notes (2029) | Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Redemption through equity offerings, redemption price (as a percent) | 104.875% |
Senior Notes (2029) | Debt Instrument, Redemption, Period Two | |
Debt Instrument [Line Items] | |
Redemption price (as a percentage of principal) | 102.438% |
Senior Notes (2029) | Debt Instrument, Redemption, Period Three | |
Debt Instrument [Line Items] | |
Redemption price (as a percentage of principal) | 101.219% |
Senior Notes (2029) | Debt Instrument, Redemption, Period Four | |
Debt Instrument [Line Items] | |
Redemption price (as a percentage of principal) | 100% |
Senior Secured Notes (2028) | Debt Instrument, Redemption, Period One | |
Debt Instrument [Line Items] | |
Redemption through equity offerings, redemption price (as a percent) | 103.875% |
Senior Secured Notes (2028) | Debt Instrument, Redemption, Period Two | |
Debt Instrument [Line Items] | |
Redemption price (as a percentage of principal) | 101.938% |
Senior Secured Notes (2028) | Debt Instrument, Redemption, Period Three | |
Debt Instrument [Line Items] | |
Redemption price (as a percentage of principal) | 100.969% |
Senior Secured Notes (2028) | Debt Instrument, Redemption, Period Four | |
Debt Instrument [Line Items] | |
Redemption price (as a percentage of principal) | 100% |
Debt - Senior Secured Notes (20
Debt - Senior Secured Notes (2026) (Details) - Senior Secured Notes | 12 Months Ended |
Dec. 31, 2023 | |
Debt Instrument, Redemption | |
Redemption price (as a percentage of principal) | 100% |
Redemption due to change in control (as a percent) | 101% |
Debt - The Credit Facilities, R
Debt - The Credit Facilities, Revolving Credit Facility and Term Loan Facility (2026) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Oct. 31, 2019 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Repayment of long-term debt | $ 300 | $ 321.5 | $ 28.6 | ||
Level 2 | |||||
Debt Instrument [Line Items] | |||||
Fair vale of company's debt | 4,615.3 | $ 4,709.6 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Collateralized amount | 9.2 | ||||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 750 | ||||
Interest rate annual adjustment (as a percent) | 3.25% | ||||
Commitment fee percentage | 0.50% | ||||
Revolving Credit Facility | First Lien Leverage Ratios | |||||
Debt Instrument [Line Items] | |||||
Interest rate annual adjustment (as a percent) | 2.75% | ||||
Commitment fee percentage | 0.375% | ||||
Revolving Credit Facility | Federal Funds Effective Swap Rate | |||||
Debt Instrument [Line Items] | |||||
Interest rate spread (as a percent) | 1% | ||||
Revolving Credit Facility | Eurodollar | |||||
Debt Instrument [Line Items] | |||||
Interest rate spread (as a percent) | 1% | ||||
Revolving Credit Facility | Term SOFR | |||||
Debt Instrument [Line Items] | |||||
Interest rate spread (as a percent) | 0.10% | ||||
Revolving Credit Facility | Prime | |||||
Debt Instrument [Line Items] | |||||
Interest rate spread (as a percent) | 2.25% | ||||
Letter of credit | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | 80 | ||||
Term Loan Facility | |||||
Debt Instrument [Line Items] | |||||
Repayment of long-term debt | $ 300 | $ 300 |
Debt - Amounts Due Under Outsta
Debt - Amounts Due Under Outstanding Borrowings (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 1.2 | |
2025 | 1.3 | |
2026 | 2,898.9 | |
2027 | 1.7 | |
2028 | 923.1 | |
Thereafter | 944.1 | |
Total debt outstanding | 4,770.3 | $ 5,071.3 |
Less: capitalized debt issuance costs and original issue discount | (48) | $ (65.3) |
Total, including the current portion of long-term debt | $ 4,722.3 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, shares in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jul. 27, 2023 $ / shares shares | Oct. 01, 2021 $ / shares | Jun. 30, 2021 USD ($) shares | Sep. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | May 31, 2023 USD ($) | Feb. 28, 2022 USD ($) | Jun. 14, 2021 | |
Class of Stock [Line Items] | ||||||||||
Ordinary shares, outstanding (in shares) | shares | 666.1 | 674.4 | ||||||||
Ordinary shares, issued (in shares) | shares | 666.1 | 674.4 | ||||||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0 | $ 0 | ||||||||
Treasury shares held (in shares) | shares | 0 | 0 | ||||||||
Number of votes per share | one | |||||||||
Preferred stock, dividend rate (as a percent) | 5.25% | 5.25% | ||||||||
Sale of treasury shares (in shares) | shares | 0.5 | 5.8 | ||||||||
Treasury stock sold, average cost per share (in dollars per share) | $ / shares | $ 10.72 | $ 23.78 | ||||||||
Treasury stock acquired, average cost per share (in dollars per share) | $ / shares | $ 30.99 | $ 7.22 | $ 16.33 | |||||||
Treasury stock sold at lower than repurchase price | $ | $ (5.7) | |||||||||
Stock repurchase program, authorized amount | $ | $ 500 | $ 1,000 | ||||||||
Repurchase of ordinary shares (in shares) | shares | 13.8 | 10.7 | ||||||||
Repurchase of ordinary shares | $ | $ 100 | $ 175 | $ 5,211.5 | |||||||
Treasury stock average price at retirement date (in dollars per share) | $ / shares | $ 15.61 | |||||||||
Stock repurchase program, remaining authorized repurchase amount | $ | 400 | |||||||||
Open Market Purchases | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock repurchase program, shares authorized to be repurchased (in shares) | shares | 100 | |||||||||
Accumulated Deficit | ||||||||||
Class of Stock [Line Items] | ||||||||||
Treasury stock sold at lower than repurchase price | $ | $ 11.2 | $ 41.6 | ||||||||
Stock repurchased and retired | $ | $ (7.7) | $ 0 | $ 7.7 | |||||||
Minimum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock convertible conversion ratio | 3.2052 | |||||||||
Minimum | Open Market Purchases | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock repurchase program, authorized repurchases, price per share (in dollars per share) | $ / shares | $ 1 | |||||||||
Maximum | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock convertible conversion ratio | 3.8462 | |||||||||
Maximum | Open Market Purchases | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock repurchase program, authorized repurchases, price per share (in dollars per share) | $ / shares | $ 35 | |||||||||
Series A Preferred Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | shares | 14.4 | |||||||||
Preferred stock, dividend rate (as a percent) | 5.25% | |||||||||
Net proceeds after fees | $ | $ 1,392.7 | |||||||||
Liquidation preference (in dollars per share) | $ / shares | $ 100 | |||||||||
Dividends payable | $ | $ 6.4 | |||||||||
Series A Preferred Stock | Over-Allotment Option | ||||||||||
Class of Stock [Line Items] | ||||||||||
Number of shares issued (in shares) | shares | 1.9 |
Shareholders' Equity - Accumula
Shareholders' Equity - Accumulated Other Comprehensive Income (Loss) Roll forward (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of the period | $ 6,812.5 | $ 11,925.9 | $ 9,034.8 |
Other comprehensive income (loss) before reclassifications | 208 | (988.5) | (168.6) |
Reclassifications from AOCI/ AOCL to net earnings | (37.4) | (4.1) | 2.9 |
Other comprehensive income (loss), net of tax | 170.6 | (992.6) | (165.7) |
Balance at end of the period | 5,992.3 | 6,812.5 | 11,925.9 |
Accumulated Other Comprehensive Income (Loss) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of the period | (665.9) | 326.7 | 492.4 |
Other comprehensive income (loss), net of tax | 170.6 | (992.6) | (165.7) |
Balance at end of the period | (495.3) | (665.9) | 326.7 |
Interest rate swaps | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of the period | 38.1 | 1.1 | (3.7) |
Other comprehensive income (loss) before reclassifications | 14.9 | 41.1 | 1.9 |
Reclassifications from AOCI/ AOCL to net earnings | (36.8) | (4.1) | 2.9 |
Other comprehensive income (loss), net of tax | (21.9) | 37 | 4.8 |
Balance at end of the period | 16.2 | 38.1 | 1.1 |
Defined benefit pension plans | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of the period | 1.5 | (1.4) | (0.8) |
Other comprehensive income (loss) before reclassifications | (1.1) | 2.9 | (0.6) |
Reclassifications from AOCI/ AOCL to net earnings | 0 | 0 | 0 |
Other comprehensive income (loss), net of tax | (1.1) | 2.9 | (0.6) |
Balance at end of the period | 0.4 | 1.5 | (1.4) |
Foreign currency translation adjustment | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Balance at beginning of the period | (705.5) | 327 | 496.9 |
Other comprehensive income (loss) before reclassifications | 194.2 | (1,032.5) | (169.9) |
Reclassifications from AOCI/ AOCL to net earnings | (0.6) | 0 | 0 |
Other comprehensive income (loss), net of tax | 193.6 | (1,032.5) | (169.9) |
Balance at end of the period | $ (511.9) | $ (705.5) | $ 327 |
Private Placement Warrants - Na
Private Placement Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 13, 2019 |
Class of Warrant or Right [Line Items] | ||||
Number of shares called per warrant (in shares) | 52,800,000 | |||
Warrant exercise price (usd per share) | $ 11.50 | |||
Level 3 | Recurring | ||||
Class of Warrant or Right [Line Items] | ||||
Warrant liability | $ 5.1 | $ 21 | $ 227.8 | |
Public Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares called per warrant (in shares) | 34,500,000 | |||
Private Warrant | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares called per warrant (in shares) | 17,800,000 | 18,300,000 |
Private Placement Warrants - Ch
Private Placement Warrants - Changes in Private Placement Warrants Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value adjustment of warrants | $ (15.9) | $ (206.8) | $ (81.3) |
Level 3 | Recurring | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | 21 | 227.8 | |
Fair value adjustment of warrants | (15.9) | (206.8) | |
Ending balance | $ 5.1 | $ 21 | $ 227.8 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized grants (in shares) | 60,000,000 | ||
Total remaining unamortized compensation costs | $ 0 | $ 0 | |
Deferred compensation expense | 8.1 | $ 82.9 | |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate intrinsic value, exercised | $ 0.5 | $ 0.8 | $ 43.4 |
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value, granted (in dollars per share) | $ 10.34 | $ 12.14 | $ 23.91 |
Vested in period, fair value | $ 62.4 | $ 39.9 | $ 25 |
PSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value, granted (in dollars per share) | $ 13.55 | $ 13.83 | $ 23.56 |
Incentive Award Plan 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Authorized grants (in shares) | 26,800,000 | 29,700,000 |
Share-based Compensation - Shar
Share-based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share based compensation expense | $ 108.9 | $ 102.2 | $ 139.1 |
Provision (benefit) for income taxes | (8.7) | (8.3) | (8.5) |
Cost of revenues | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share based compensation expense | 39.9 | 36.3 | 45.2 |
Selling, general and administrative costs | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total share based compensation expense | $ 69 | $ 65.9 | $ 93.9 |
Share-based Compensation - Stoc
Share-based Compensation - Stock Option Activity (Details) - Stock Options - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Options | |||
Outstanding at beginning of year (in shares) | 3,700,000 | ||
Exercised (in share) | (200,000) | ||
Forfeited (in shares) | (400,000) | ||
Outstanding at end of year (in shares) | 3,100,000 | 3,700,000 | |
Number of options, vested and exercisable at the end of the year (in shares) | 3,100,000 | ||
Weighted Average Exercise Price per Share | |||
Weighted average exercise price per share, outstanding at the beginning of the year (in dollars per share) | $ 13.12 | ||
Weighted average exercise price per share, exercised (in dollars per share) | 7.08 | ||
Weighted average exercise price per share, forfeited (in dollars per share) | 14.91 | ||
Weighted average exercise price per share, outstanding at the end of the year (in dollars per share) | 13.41 | $ 13.12 | |
Vested and exercisable at the end of the year (in dollars per share) | $ 13.41 | ||
Weighted-Average Remaining Contractual Life (in years) | |||
Weighted-Average Remaining Contractual Life (in years) | 3 years 25 days | 3 years 11 months 15 days | |
Aggregate Intrinsic Value | |||
Aggregate intrinsic value, at the beginning of the year | $ 1.2 | ||
Aggregate intrinsic value, exercised | 0.5 | $ 0.8 | $ 43.4 |
Aggregate intrinsic value, at the end of the year | 1.4 | $ 1.2 | |
Vested and exercisable | $ 1.4 |
Share-based Compensation - RSU
Share-based Compensation - RSU and PSU Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
RSUs | |||
RSUs and PSUs | |||
Beginning of year (in shares) | 13,500,000 | ||
Granted (in shares) | 6,300,000 | ||
Exercised/Vested (in share) | (7,500,000) | ||
Forfeited/Unexercised (in shares) | (1,500,000) | ||
End of year (in shares) | 10,800,000 | 13,500,000 | |
Total remaining unamortized compensation costs | $ 47.6 | ||
Weighted average remaining service period (in years) | 11 months 1 day | ||
RSUs Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 11.89 | $ 13.40 | |
Weighted average grant date fair value, granted (in dollars per share) | 10.34 | 12.14 | $ 23.91 |
Weighted average grant date fair value, vested (in dollars per share) | 13.18 | ||
Weighted average grant date fair value, forfeited (in dollars per share) | 12.48 | ||
Ending balance (in dollars per share) | $ 11.89 | $ 13.40 | |
PSUs | |||
RSUs and PSUs | |||
Beginning of year (in shares) | 2,100,000 | ||
Granted (in shares) | 1,600,000 | ||
Exercised/Vested (in share) | (100,000) | ||
Forfeited/Unexercised (in shares) | (800,000) | ||
End of year (in shares) | 2,800,000 | 2,100,000 | |
Total remaining unamortized compensation costs | $ 13.5 | ||
Weighted average remaining service period (in years) | 1 year 8 months 8 days | ||
RSUs Weighted Average Grant Date Fair Value | |||
Weighted average grant date fair value, beginning balance (in dollars per share) | $ 12.95 | $ 17.67 | |
Weighted average grant date fair value, granted (in dollars per share) | 13.55 | 13.83 | $ 23.56 |
Weighted average grant date fair value, vested (in dollars per share) | 13.21 | ||
Weighted average grant date fair value, forfeited (in dollars per share) | 20.87 | ||
Ending balance (in dollars per share) | $ 12.95 | $ 17.67 |
Restructuring and Other Impai_3
Restructuring and Other Impairments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | $ 11.6 | $ 29 | |
Expenses recorded | 33.9 | 66.7 | $ 129.5 |
Payments made | (32.4) | (55) | |
Noncash items | (5.8) | (29.1) | |
Restructuring Reserve, Ending Balance | 7.3 | 11.6 | 29 |
Impairment charge on right-of-use assets | 23.6 | ||
Impairment charge on equity investments | 6.1 | ||
Academia & Government | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 13.8 | 36.2 | 32.6 |
Intellectual Property | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 9.2 | 19.9 | 68.7 |
Life Sciences & Healthcare | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 10.9 | 10.6 | 28.2 |
Segment Optimization Program | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected additional restructuring costs | 20 | ||
Segment Optimization Program | Academia & Government | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 4.8 | 0 | 0 |
Segment Optimization Program | Intellectual Property | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 4.6 | 0 | 0 |
Segment Optimization Program | Life Sciences & Healthcare | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 7.7 | 0 | 0 |
One Clarivate Program | Academia & Government | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0 | 9.3 | 7 |
One Clarivate Program | Intellectual Property | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0 | 4.4 | 9.1 |
One Clarivate Program | Life Sciences & Healthcare | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0 | 3 | 3.9 |
ProQuest Acquisition Integration Program | Academia & Government | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 9.1 | 26.5 | 0.7 |
ProQuest Acquisition Integration Program | Intellectual Property | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 4.6 | 15.3 | 0.8 |
ProQuest Acquisition Integration Program | Life Sciences & Healthcare | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 3.2 | 7.6 | 0.4 |
Other Restructuring Plans | Academia & Government | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | (0.1) | 0.4 | 24.9 |
Other Restructuring Plans | Intellectual Property | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0 | 0.2 | 58.8 |
Other Restructuring Plans | Life Sciences & Healthcare | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0 | 0 | 23.9 |
Severance and Related Benefit Cost | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | 11.5 | 28.3 | |
Expenses recorded | 30.1 | 39.2 | 57.3 |
Payments made | (29.9) | (51.5) | |
Noncash items | (5.8) | (4.5) | |
Restructuring Reserve, Ending Balance | 5.9 | 11.5 | 28.3 |
Severance and Related Benefit Cost | Segment Optimization Program | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 13.4 | 0 | 0 |
Severance and Related Benefit Cost | One Clarivate Program | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0 | 16.7 | 17.3 |
Severance and Related Benefit Cost | ProQuest Acquisition Integration Program | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 16.7 | 22.9 | 1.9 |
Severance and Related Benefit Cost | Other Restructuring Plans | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0 | (0.4) | 38.1 |
Exit and Disposal Costs | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0.2 | 3.2 | 11.1 |
Exit and Disposal Costs | Segment Optimization Program | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0 | 0 | 0 |
Exit and Disposal Costs | One Clarivate Program | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0 | 0 | 2.7 |
Exit and Disposal Costs | ProQuest Acquisition Integration Program | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0.2 | 2.2 | 0 |
Exit and Disposal Costs | Other Restructuring Plans | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0 | 1 | 8.4 |
Lease Abandonment Costs | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 3.6 | 24.3 | 61.1 |
Lease Abandonment Costs | Segment Optimization Program | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 3.7 | 0 | 0 |
Lease Abandonment Costs | One Clarivate Program | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0 | 0 | 0 |
Lease Abandonment Costs | ProQuest Acquisition Integration Program | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | 0 | 24.3 | 0 |
Lease Abandonment Costs | Other Restructuring Plans | |||
Restructuring Reserve [Roll Forward] | |||
Expenses recorded | (0.1) | 0 | 61.1 |
Exit, Disposal and Abandonment Costs | |||
Restructuring Reserve [Roll Forward] | |||
Restructuring Reserve, Beginning Balance | 0.1 | 0.7 | |
Expenses recorded | 3.8 | 27.5 | |
Payments made | (2.5) | (3.5) | |
Noncash items | 0 | (24.6) | |
Restructuring Reserve, Ending Balance | $ 1.4 | $ 0.1 | $ 0.7 |
Income Taxes - Provision (Benef
Income Taxes - Provision (Benefit) for Income Taxes by Jurisdiction (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
U.K. | $ (1.2) | $ 9.7 | $ 4.4 |
Other | (40.8) | 25.4 | 20.2 |
Total current | (23.1) | 36.8 | 29.7 |
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
U.K. | (0.4) | 2.2 | (8.3) |
Other | (42.9) | (8.1) | (12.3) |
Total deferred | (78.2) | (65.7) | (17.4) |
Provision (benefit) for income taxes | (101.3) | (28.9) | 12.3 |
U.S. Federal | |||
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
U.S. | 14.5 | (1.1) | 4.8 |
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
U.S. | (30.5) | (56) | 6 |
US State | |||
Current Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
U.S. | 4.4 | 2.8 | 0.3 |
Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] | |||
U.S. | $ (4.4) | $ (3.8) | $ (2.8) |
Income Taxes - Components of In
Income Taxes - Components of Income (Loss) Before Income Tax (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.K. income (loss) | $ (180.1) | $ 174.7 | $ (13.1) |
U.S. income (loss) | (477.9) | (3,721.5) | (284.9) |
Other income (loss) | (354.5) | (442.3) | 39.8 |
Income (loss) before income tax | $ (1,012.5) | $ (3,989.1) | $ (258.2) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Statutory Income Tax Rate to Effective Tax Rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income (loss) before income tax | $ (1,012.5) | $ (3,989.1) | $ (258.2) |
Provision (benefit) for income taxes | $ (101.3) | $ (28.9) | $ 12.3 |
RATE | |||
Statutory rate | 23.50% | 19% | 19% |
Effect of different tax rates | 0% | 1.50% | 3.20% |
BEAT | (0.70%) | (0.20%) | (3.80%) |
Tax rate modifications | 0% | 0% | 17.40% |
Valuation allowances | (4.40%) | (15.20%) | (39.00%) |
Share-based compensation | (1.30%) | (0.20%) | (2.70%) |
Other permanent differences | (0.60%) | 0% | 2.30% |
Non-deductible transaction costs | 0% | 0% | (0.80%) |
Withholding tax | (0.50%) | 0% | (0.40%) |
Uncertain tax positions | 7% | 0.40% | (0.50%) |
Outside basis difference in foreign subsidiary | 2.10% | (0.10%) | (0.40%) |
Impairments | (15.40%) | (6.00%) | 0% |
Tax exempt gain | 0% | 1.30% | 0% |
Other | 0.30% | 0.20% | 0.90% |
Effective tax rate | 10% | 0.70% | (4.80%) |
Income Tax Disclosure [Line Items] | |||
Tax (benefit) due to release in valuation allowance | $ 77.3 | $ 632.5 | |
Tax (benefit) on settlement of tax dispute | (70.4) | ||
Legal Entity Restructuring | |||
Income Tax Disclosure [Line Items] | |||
Tax (benefit) due to release in valuation allowance | $ (63.2) | ||
U.S. | Federal and State Tax Attributes | |||
Income Tax Disclosure [Line Items] | |||
Tax (benefit) due to release in valuation allowance | $ (21.2) |
Income taxes - Tax effects of t
Income taxes - Tax effects of the significant components of temporary differences (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||||
Accounts receivable | $ 3.6 | $ 2.6 | ||
Accrued expenses | 12.2 | 19.7 | ||
Deferred revenue | 2 | 10 | ||
Partnerships outside basis difference | 68.1 | 97.3 | ||
Other assets | 44.4 | 32.6 | ||
Debt issuance costs | 11.5 | 11.6 | ||
Lease liabilities | 10.6 | 12.6 | ||
Goodwill | 567.1 | 547 | ||
Operating losses and tax attributes | 717.9 | 601.8 | ||
Total deferred tax assets | 1,437.4 | 1,335.2 | ||
Valuation Allowances | (1,256.6) | (1,179.3) | $ (546.8) | $ (368) |
Net deferred tax assets | 180.8 | 155.9 | ||
Other identifiable intangible assets, net | (338.9) | (398.6) | ||
Other liabilities | (16.1) | (19.7) | ||
Right-of-use assets | (6.8) | (7.2) | ||
Fixed assets, net | (21.9) | (22.3) | ||
Total deferred tax liabilities | (383.7) | (447.8) | ||
Net deferred tax liabilities | $ (202.9) | $ (291.9) |
Income taxes - Deferred Income
Income taxes - Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Deferred tax asset | $ 46.7 | $ 24.2 |
Deferred tax liability | (249.6) | (316.1) |
Net deferred tax liabilities | $ (202.9) | $ (291.9) |
Income taxes - Deferred Tax Ass
Income taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | ||||
Valuation allowances | $ 1,256.6 | $ 1,179.3 | $ 546.8 | $ 368 |
Valuation allowance increase | 77.3 | $ 632.5 | ||
Tax credit carryforwards | 17.4 | |||
Deferred taxes on undistributed earnings of foreign subsidiaries | 13.2 | |||
Internal Revenue Service (IRS) | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | 1,485.4 | |||
Her Majesty's Revenue and Customs (HMRC) | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | 465.9 | |||
US State | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | 706.2 | |||
National Tax Agency, Japan | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | 46.2 | |||
All Other Foreign Jurisdictions | ||||
Income Tax Disclosure [Line Items] | ||||
Operating loss carryforwards | $ 136.8 |
Income Taxes - Deferred Tax Val
Income Taxes - Deferred Tax Valuation Allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance [Roll Forward] | |||
Beginning balance, January 1 | $ 1,179.3 | $ 546.8 | $ 368 |
Change charged to expense/(income) | 51.4 | 657.5 | 100.7 |
Change charged to CTA | 25.9 | (17) | (4.7) |
Change charged to goodwill | 0 | (8) | 82.8 |
Ending balance, December 31 | $ 1,256.6 | $ 1,179.3 | $ 546.8 |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Accrued interest and penalties on uncertain tax positions | $ 2.6 | $ 25.8 | |
Interest and penalties recognized on uncertain tax positions | (23.2) | 3 | $ (0.1) |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | 83.8 | 100.2 | 13.7 |
Increases for tax positions taken in prior years | 1.1 | 2.9 | 0 |
Increases for tax positions taken in the current year | 1.6 | 1.5 | 5 |
Increases for acquisitions (recorded against goodwill) | 0 | 1.4 | 70.8 |
Increases for return to provisions | 0 | 0 | 11 |
Decreases for tax positions taken in prior years | (54.1) | (19.3) | 0 |
Decreases related to settlements with taxing authorities | (6.2) | 0 | 0 |
Decreases due to statute expirations | (0.2) | (2.9) | (0.3) |
Ending balance | $ 26 | $ 83.8 | $ 100.2 |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basic EPS | |||
Net income (loss) available to ordinary shareholders | $ (911.2) | $ (3,960.2) | $ (270.5) |
Dividends on preferred shares | 75.4 | 75.4 | 41.5 |
Net income (loss) attributable to ordinary shares | $ (986.6) | $ (4,035.6) | $ (312) |
Basic weighted-average number of ordinary shares outstanding (in shares) | 671.6 | 676.1 | 631 |
Basic EPS (in dollars per share) | $ (1.47) | $ (5.97) | $ (0.49) |
Diluted EPS | |||
Net income (loss) attributable to ordinary shares | $ (986.6) | $ (4,035.6) | $ (312) |
Change in fair value of private placement warrants | 0 | (197.6) | (81.3) |
Net loss attributable to ordinary shares, diluted | $ (986.6) | $ (4,233.2) | $ (393.3) |
Denominator: | |||
Shares used in computing net income (loss) attributable to per share to ordinary shareholders, basic (in shares) | 671.6 | 676.1 | 631 |
Weighted-average effect of potentially dilutive shares to purchase ordinary shares (in shares) | 0 | 2.5 | 9.8 |
Diluted weighted-average number of ordinary shares outstanding (in shares) | 671.6 | 678.6 | 640.8 |
Diluted EPS (in dollars per share) | $ (1.47) | $ (6.24) | $ (0.61) |
Earnings per Share - Narrative
Earnings per Share - Narrative (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant and share-based payment awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 32.7 | 11 | 9.6 |
Series A Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares (in shares) | 55.3 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information - Revenue b
Segment Information - Revenue by Reportable Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue | |||
Total Revenues, net | $ 2,628.8 | $ 2,659.8 | $ 1,876.9 |
Academia & Government | |||
Disaggregation of Revenue | |||
Total Revenues, net | 1,323.3 | 1,280.1 | 489.4 |
Intellectual Property | |||
Disaggregation of Revenue | |||
Total Revenues, net | 862.7 | 927.1 | 974.3 |
Life Sciences & Healthcare | |||
Disaggregation of Revenue | |||
Total Revenues, net | $ 442.8 | $ 452.6 | $ 413.2 |
Segment Information - Adjusted
Segment Information - Adjusted EBITDA by Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total Adjusted EBITDA | $ 1,117.2 | $ 1,112.7 | $ 800.4 |
Provision (benefit) for income taxes | 101.3 | 28.9 | (12.3) |
Depreciation and amortization | (708.3) | (710.5) | (537.8) |
Interest expense, net | (293.7) | (270.3) | (252.5) |
Fair value adjustment of warrants | 15.9 | 206.8 | 81.3 |
Transaction related costs | (8.2) | (14.2) | (46.2) |
Share-based compensation expense | (108.9) | (102.2) | (139.6) |
Gain on sale from divestitures | 0 | 278.5 | 0 |
Restructuring and other impairments | 40 | 66.7 | 129.5 |
Goodwill and intangible asset impairments | (979.9) | (4,449.1) | 0 |
Other | (6.6) | 25.9 | (34.3) |
Net income (loss) | (911.2) | (3,960.2) | (270.5) |
Dividends on preferred shares | (75.4) | (75.4) | (41.5) |
Net income (loss) attributable to ordinary shares | (986.6) | (4,035.6) | (312) |
Gain on settlement | 49.4 | 0 | 0 |
One of the larger legal claims | |||
Segment Reporting Information [Line Items] | |||
Gain on settlement | 49.4 | ||
Academia & Government | |||
Segment Reporting Information [Line Items] | |||
Total Adjusted EBITDA | 558.5 | 485.5 | 258.8 |
Intellectual Property | |||
Segment Reporting Information [Line Items] | |||
Total Adjusted EBITDA | 400.4 | 443 | 397.9 |
Life Sciences & Healthcare | |||
Segment Reporting Information [Line Items] | |||
Total Adjusted EBITDA | $ 158.3 | $ 184.2 | $ 143.7 |
Segment Information - Assets by
Segment Information - Assets by Geography (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets | $ 12,706.8 | $ 13,944.9 |
Non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets | 13,954.6 | |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets | 8,372.2 | |
Non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets | 6,306.1 | |
Europe/Middle East/Africa | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets | 3,986 | |
Non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets | 7,110.9 | |
APAC | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets | $ 348.6 | |
Non-current assets other than financial instruments, operating lease right-of-use assets and deferred tax assets | $ 537.6 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||
Gain on settlement | $ 49.4 | $ 0 | $ 0 |
One of the larger legal claims | |||
Loss Contingencies [Line Items] | |||
Gain on settlement | $ 49.4 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||
May 15, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party and Former Parent Transactions | ||||
Related party revenues | $ 2,628.8 | $ 2,659.8 | $ 1,876.9 | |
Relate party receivables | 934.9 | 899.2 | ||
Interest on lease liabilities | 2.1 | 1.2 | 0.1 | |
Amortization of right-of-use assets | 0.5 | 10.8 | 1.3 | |
Finance lease asset | 8 | 8 | ||
Finance lease liability | 30.3 | 31.3 | ||
Director | ||||
Related Party and Former Parent Transactions | ||||
Related party revenues | 1.4 | 2.4 | 1 | |
Related party expenses | 4.9 | 4.5 | $ 0 | |
Relate party receivables | 0.3 | $ 0.2 | ||
Affiliated Entity | ||||
Related Party and Former Parent Transactions | ||||
Issuance of shares, net (in shares) | 177.2 | |||
Stock repurchased and retired (in shares) | 177.2 | |||
Interest on lease liabilities | 2.1 | |||
Amortization of right-of-use assets | 0.5 | |||
Finance lease asset | 8 | |||
Finance lease liability | $ 30.3 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Oct. 31, 2019 | Jan. 31, 2024 | Dec. 31, 2023 | |
Revolving Credit Facility | |||
Subsequent Events | |||
Maximum borrowing capacity | $ 750 | ||
Revolving Credit Facility | Term SOFR | |||
Subsequent Events | |||
Interest rate margin (as a percent) | 0.10% | ||
Subsequent Event | Term Loan Facility | |||
Subsequent Events | |||
Debt face amount | $ 2,150 | ||
Debt instrument extension term | 5 years | ||
Annual equivalent amortization percentage | 1% | ||
Subsequent Event | Term Loan Facility | Term SOFR | |||
Subsequent Events | |||
Interest rate margin (as a percent) | 2.75% | ||
Subsequent Event | Revolving Credit Facility | |||
Subsequent Events | |||
Maximum borrowing capacity | $ 700 |